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HomeMy WebLinkAbout987 - Ordinance ORDINANCE NO. 987 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT DRC2021-00180, BETWEEN THE CITY OF RANCHO CUCAMONGA AND BRIDGE POINT RANCHO CUCAMONGA, LLC, TO FACILITATE THE DEVELOPMENT OF TWO NEW INDUSTRIAL WAREHOUSE BUILDINGS TOTALING APPROXIMATELY 2,175,000 SQUARE FEET ON PROPERTY LOCATED APPROXIAATELY 1,000 FEET EAST OF SANTA AANTA, AVENUE AND 2,300 FEET WEST OF ETIWANDA AVENUE, NORTH OF 4T" STREET AND SOUTH OF 6T" STREET—APNS: 0229-283-50 AND 51 A. Recitals. 1. Bridge Point Rancho Cucamonga, LLC filed an application for Development Agreement Amendment DRC2021-00180 as described in the title of this Ordinance. Hereinafter the subject Development Agreement is referred to as the "Application." Bridge Point Rancho Cucamonga, LLC owns the property subject to the Development Agreement and is hereinafter referred to as "Owner." 2. On September 22, 2021, the Planning Commission conducted a duly noticed public hearing on the Application and adopted Resolution No. 21-63 recommending approval of the Development Agreement. 3. On October 20, 2021, the City Council conducted a duly noticed public hearing introducing for First Reading Ordinance 987 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 October 20, 2021, 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 91.39-acre project site which comprises two parcels APN: 0229-283-50 and 0229-283-51. The project site is improved with an existing 1,431,000 square foot industrial warehouse building and an existing 23,240 square foot retail building and associated improvements such as parking areas, drive aisles, loading areas, landscaped areas and a rail spur which serves properties to the east of the project site. The site also includes an area comprising approximately 11-acres of vacant land which was previously used as a vineyard. All existing improvements, with the exception of the rail spur, will be demolished as part of this project. b. Concurrent with this Application, the Applicant has also applied for General Plan Amendment DRC2020-00213, Zoning Map Amendment DRC2020-00267, Tentative Ordinance No. 987- Page 1 of 5 Parcel Map SUBTPM20271, Design Review DRC2020-00202, Tree Removal Permit DRC2020-00266, and Minor Use Permit DRC2021-00315 to construct two new industrial warehouse buildings on two new parcels of land: Parcel 1, totaling about 55 acres, will be improved with Building 1 totaling approximately 1,422,500 square feet, including a mezzanine not to exceed 25,000 square feet; Parcel 2, totaling about 30 acres, will be improved with Building 2 totaling approximately 752,500 square feet, including a mezzanine not to exceed 16,000 square feet. Associated improvements include new parking, drive aisles, truck parking and loading areas, and a new north-south public street located along the easterly boundary of the project site which will connect 4t" Street and 6th Street. Collectively, these approvals are referred to herein as the"Project." C. The existing Land Use, General Plan ad Zoning Designations for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Industrial Heavy Industrial (HI) and General Industrial Employment(IE) Warehouse, Industrial (GI) and Neo-Industrial (NI) Commercial District Retail and former vineyard North Industrial Heavy Industrial (HI) Industrial Employment(IE) District South Industrial Industrial Industrial (Crossroads Business Park Specific Plan) (City of Ontario) West Industrial General Industrial (GI) Industrial Employment(IE) and Neo-Industrial (NI) District East Industrial and Heavy Industrial (HI) and Industrial Employment (IE) Public Facility Civic/Regional and Neo-Industrial (NI) District d. As part of the Project, and in accordance with the California Environmental Quality Act ("CEQA"), the City has prepared Environmental Impact Report SCH No. 2020100056 (EIR), which analyzed the potential environmental impacts of the project and related approvals. Ordinance No. 987- Page 2 of 5 e. Pursuant to Section 17.22.060 of the Development Code, Development Agreements have been determined 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: 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 authorizes the construction and operation of the Project, subject to the approval of the General Plan Amendment DRC2020-00213, Zoning Map Amendment DRC2020- 00267, Tentative Parcel Map SUBTPM20271, Design Review DRC2020-00202, Tree Removal Permit DRC2020-00266 and Minor Use Permit DRC2021-00315, 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 will increase certainty and provide assurances that any impacts from the Project will be offset, including potential impacts to affordable housing stock through the payment of fees by the developer. C. The Application will not be detrimental to the health, safety, and general welfare of the City. The EIR prepared for the Project analyzed the Project's potential environmental effects and concluded that no significant environmental effects would be caused by the Project after the incorporation of the required mitigation measures. Ordinance No. 987- Page 3 of 5 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. The Development Agreement, in addition to the General Plan Amendment, Zoning Map Amendment, Tentative Parcel Map, Design Review, Tree Removal Permit and Minor Use Permit (collectively, the"Project") were environmentally reviewed pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines. Pursuant to CEQA Guidelines Section 15060(d), the City determined that an EIR would clearly be required for the Project, and therefore prepared an environmental impact report (EIR) that focused on the potentially significant effects of the Project. By separate Resolution No. 2021-111, the City Council has: (i) made the required CEQA findings and determinations, (ii) certified the Final EIR; and (iii) adopted a Mitigation Monitoring and Reporting Program for the Project. Resolution No. 2021-111 is incorporated herein by reference, and made a part hereof as if fully set forth herein. The documents and other materials that constitute the record on which this determination was made are located in the Planning Department and are in the custody of the Planning Director. Further, the mitigation measures set forth therein are made applicable to the Project. SECTION 5. On the basis of the foregoing and the totality of the administrative record before it, the City Council hereby approves Development Agreement DRC2021-00180 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. 987- Page 4 of 5 PASSED, APPROVED, AND ADOPTED this 3 d day of November, 2021. law L. a nis Mic ael, May r ATTEST: nice C. Reynolds, Cle STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss CITY OF RANCHO CUCAMONGA ) 1, 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 20th day of October 2021, and was passed at a Regular Meeting of the City Council of the City of Rancho Cucamonga held on the 3rd day of November 2021. AYES: Hutchison, Kennedy, Michael, Scott, Spagnolo NOES: None ABSENT: None ABSTAINED: None Executed this 4m day of November 2021, at Rancho Cucamonga, California. IZAL Z-�� 4040�� nice C. Reynolds, ClerY Ordinance No. 987- Page 5 of 5 Recorded in Official Records RECORDING REQUESTED BY e CTk�Y j014 San Bernardino County City of Rancho Cucamonga 0 AND WHEN RECORDED MAIL DOCUMENT TO: Bob Dutton Assessor-Recorder-County Clerk DOC 0 2021-0551304 NAME CityClerk 12/09/2021 Titles: 1 Pages: 109 STREET 11:34 AM ADDRESS P.O. Box 807 SAN Fees: $0.00 Taxes: 0.00 CITY,STATE& F3010 CA SB2 Total: Fee: 10.00 .00 ZIP CODE Rancho Cucamonga, CA 91730 Exempt from recording fees pursuant to Govt.Cod.Sec.27383 SPACE ABOVE FOR RECORDER'S USE ONLY Development Agreement DRC2021-00180 Title of Document ARIE. , F A OR THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Janice C.Reynolds City Clerk 10500 Civic Center Drive Rancho Cucamonga, California 91730 SPACE ABOVE THIS LINE FOR RECORDER'S USE DEVELOPMENT AGREEMENT NO. 1?ZC.2Oa1-OOl8o REGARDING THE BRIDGE POINT RANCHO CUCAMONGA PROJECT,RANCHO CUCAMONGA, CALIFORNIA THIS DEVELOPMENT AGREEMENT(this "Agreement"or this "Development Agreement")is made and entered into as of the"Effective Date"set forth herein,by and between BRIDGE POINT RANCHO CUCAMONGA, LLC, a Delaware limited liability company ("Developer"), and the CITY OF RANCHO CUCAMONGA, a California municipal corporation("City"). RECITALS Section 1. On October 20, 2021, the City Council of the City of Rancho Cucamonga ("Council") adopted the following resolutions: A. Resolution No. 2021-106, approving General Plan Amendment DRC2020-00213; B. Resolution No. 2021-108, approving Design Review DRC2020-00202; C. Resolution No. 2021-107, approving Tentative Parcel Map 20271; D. Resolution No. 2021-109, approving Tree Removal Permit DRC2020-00266; E. Resolution No. 2021-110, approving Minor Use Permit DRC2021-00315; and F. Resolution No. 2021-111, certifying, after making appropriate findings, an Environmental Impact Report("EIR") identified as SCH No. 2020100056. Section 2. On October 20, 2021, the City Council introduced Ordinance No. 986 and following second reading adopted Ordinance No.�,approving Zoning Map Amendment DRC2020-00267. Section 3. Collectively, the resolutions identified in Section 1 of the recitals and ordinance identified in Section 2 of the recitals (collectively, "Project Entitlements") amended the City's land use regulations to allow the demolition of the existing buildings on-site (a 23,240 square-foot("sf')retail building and a 1,431,000-sf warehouse building) and associated improvements, and permit the redevelopment and operation of the site with two high-cube warehouse buildings for a distribution/fulfillment center with ancillary office space,including the 1,422,500 square foot("sf')Building 1 and 752,500 sf Building 2 along 11231-0001\2567614v10.doc with the construction of a new public roadway, internal drive aisles, parking, on-site landscaping, lighting, and utility connections. Section 4. California Government Code Section 65864, et seq. authorizes cities to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property. Developer is owner of the Site, as defined below and generally described as a 91.4-acre site located at 12434 4th Street in the City of Rancho Cucamonga, San Bernardino County, California comprising tax Assessor Parcel Numbers (APNs) 0229-283-50 and -51, and has a legal interest in the real property subject to this Agreement. Section 5. City and Developer mutually desire to enter into this Development Agreement to develop the Project in accordance with the terms set forth herein. Section 6. On October 20, 2021, the City Council introduced Ordinance No. 987 the "Approving Ordinance"), and following second reading ado�ted Ordinance No. 61 thereby approving this Development Agreement between the City and Developer. The Approving Ordinance is effective as of necrm r 3. Za2 . All requirements of the California Environment Quality Act have been met with respect to the Project, Project Entitlements, and this Agreement, and this Agreement is consistent with the City's General Plan. AGREEMENT NOW, THEREFORE,the parties hereto agree as follows: Section 1. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meaning: "Approving Ordinance"means Ordinance No.�g,which approved this Agreement. "Building 1"means the 1,422,500 sf building identified as `Building 1"in the Development Plan. "Building 2"means the 752,500 sf building identified as`Building 2"in the Development Plan. "City"means the City of Rancho Cucamonga. "Community Benefit Fee"means any fee required under Section 11(B) of this Agreement. "Developer"means Bridge Point Rancho Cucamonga,LLC, a Delaware limited liability company. "Development Plan" means those plans, specifications, and images attached hereto, collectively marked as Exhibit`B" and incorporated herein by this reference. "Effective Date" shall mean the date that the Approving Ordinance becomes effective. "ITE Manual"means the Institute of Traffic Engineers' Trip Generation Manual, 1 Oth Edition. -2- 1 123 1-0001\2567614v 1 O.doc "Material Handling Equipment" shall mean all equipment intended for use in connection with the Project's operation for the purpose of loading or unloading goods and materials, including all forklifts. "MMRP"shall refer to the Mitigation Monitoring and Reporting Program included in the Project's Final EIR and on file in City's Planning Department. "Non-Sort"means a fulfillment center that ships large box items that are processed primarily with automation rather than through manual means, as defined in the ITE Manual, and as further described in the Project's Draft EIR. "Project"means the proposed development of the Site, consistent with the terms and conditions of the Project Entitlements. "Project Entitlements" mean the Resolutions and Ordinance described in recitals Sections 1 through 3. "Site" means the real property that is the subject of the Project Entitlements and as legally described, depicted and identified in Exhibit"A". "Sort"means a fulfillment center that ships out smaller items,requiring extensive sorting,typically by manual means, as defined in the ITE Manual, and as further described in the Project's Draft EIR. "Term"means the initial six (6) year term of this Agreement, beginning from the Effective Date, and any extension pursuant to Section 6. "TIA" means the Project's final traffic impact analyses for Non-Sort Uses included in the application for the Project Entitlements and on file in the City's Engineering Services Department, which is incorporated herein by this reference. Section 2. Recitals. The recitals are part of this Agreement and shall be enforceable as any other provision of this Agreement. Section 3. Interest of Developer. Developer warrants and represents that, as of the Effective Date, it will have legal title to or an equitable interest in the Site; that it has full legal right to enter into this Agreement; and that the persons executing this Agreement on behalf of Developer have been duly authorized to do so. Section 4. Binding Effect of Agreement. Developer hereby subjects the Project and the Site to the covenants, reservations, and restrictions as set forth in this Agreement. The City and the Developer hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Developer's successors and assigns in title or interest to the Project and/or Site. Each and every contract, deed or other instrument hereinafter executed, covering or conveying the Project and/or Site or any portion thereof shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations and restrictions expressed in this Agreement, regardless of whether -2- 11231-0001\2567614v l0.doc such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. The City and Developer hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and increasing the enjoyment and use of the Site by Developer and the future occupants of the Project, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which this Agreement is adopted. Section 5. Relationship of Parties. It is understood that the contractual relationship between City and Developer is such that City and Developer are each an independent party and neither is the agent or partner of the other for any purpose whatsoever and neither shall be considered to be the agent or partner of the other for any purpose whatsoever. Section 6. Term of Agreement. The Term of this Agreement shall commence on the Effective Date and shall continue for six (6) consecutive calendar years thereafter, unless the Term is otherwise terminated, modified, or extended in accordance with the provisions of this Agreement. So long as there are no material changes to the Project, the Developer is not then in breach beyond the notice and cure periods set forth in this Agreement, and the Developer has made all payments to the City as required pursuant to this Agreement, Developer has an option to extend the Term one time for an additional nine (9)years for a total Term of fifteen(15)years. To exercise this option,Developer must,no less than ninety (90) days' prior to the expiration of the Term, both: (i) provide City with written notice of the intent to exercise the option and (ii)pay to City two million dollars ($2,000,000.00). Upon receipt of such notice and payment, City shall provide written confirmation that the Developer's option to extend the Term has been exercised and accepted. The Term shall not be extended until City provides written confirmation to Developer, which notice shall not be unreasonably withheld and shall be provided prior to the expiration of the Agreement provided that Developer has provided required notice and full payment. Section 7. Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties to provide for the timing of development resulting in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' intent to cure that deficiency by acknowledging and providing that Developer shall have the right (without obligation), subject to the provisions of this Development Agreement, to complete the Project in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment. Section 8. Assignment. In the event of a proposed transfer of interest in the Site or any portion thereof or in this Agreement by Developer to a transferee, Developer agrees to comply with the following conditions: (i) At least thirty (30) days prior to any such assignment, Developer shall provide the City with written notice thereof along with written evidence and documentation, of a form and substance satisfactory to the City, demonstrating the experience, capability, competence and financial ability -3- 1 123 1-000 1\2567614v 10.doe of the proposed assignee to carry out and complete Development Plan and comply with the terms of this Agreement. (ii) At least thirty (30) days prior to any such assignment, Developer shall also provide satisfactory evidence that the transferee will assume in writing through an assignment and assumption agreement all remaining obligations of Developer under this Agreement. The assignment and assumption agreement shall be in a form satisfactory to the City Attorney. (iii) The City Manager shall have consented to the assignment of this Agreement, which consent will not be unreasonably withheld. Any assignment of this Agreement not made in strict compliance with the foregoing conditions shall constitute an event of default by the Developer pursuant to Section 18. Notwithstanding the foregoing,the terms, covenants and conditions of this Agreement shall be binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property. Section 9. General Standards and Restrictions Pertaining to Development of the Site. The following specific restrictions shall apply to the use of the Site pursuant to this Development Agreement: A. Developer shall have the right to develop and operate the Project on the Site in accordance with the terms and conditions of this Agreement and the Project Entitlements and City shall have the right to control development of the Site in accordance with the provisions of this Agreement and the Project Entitlements. B. Notwithstanding any other provision of this Agreement, no Sort use shall be operated on the Site during the useful life of the Project's two buildings. Due to City's reliance on the traffic mitigation identified in this Agreement and the Draft EIR pertaining solely to Non- Sort uses,this provision shall survive expiration of this Agreement. C. The type, density, intensity, configuration of uses, size, and location of buildings and other improvements and provisions for the reservation or dedication of land for public purposes, location of public improvements, together with other terms and conditions of development applicable to the Site, shall be as set forth in this Development Agreement, including the Development Plan, and the Project Entitlements, except as modifications may be made pursuant to Section 16. D. All public improvements, including landscaping, irrigation, sidewalk, traffic improvements and public streets, as set forth in the Development Plan, Project Entitlements, and this Development Agreement,shall be installed by the Developer in the time and manner described in the Development Plan, Project Entitlements, and this Development Agreement. Section 10. Effect of City Regulations on Development of Project. Developer is entitled to protections afforded by the development agreement statute, Government Code Section 65864 et seq., including a vested right to develop the Project site in accordance with the rules, regulations and official policies in effect as of the Effective Date. The City -4- 11231-0001\2567614v10.doc acknowledges that, pursuant to Rancho Cucamonga Municipal Code Section 17.02.020, Ordinance No. 982 does not apply to the Project's Entitlements which are governed by the regulations in effect when the applications were deemed complete (March H,2021) except as expressly addressed herein. No future modification of City's code or ordinances, or adoption of any code,ordinance,regulation,whether adopted by the City Council or through the initiative or referendum process, which conflicts with this Agreement shall apply to the Property or modify this Agreement without amendment hereto to so provide by the parties. A. The provisions of this Section 10 shall not preclude the application to the development of the Site those changes in City ordinances, regulations, plans, or specifications which are specifically mandated and required by changes in state or federal laws or regulations as provided in California Government Code Section 65869.5 or any successor provision or provisions. In the event such changes in the law prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended or performance thereof delayed, as may be necessary to comply with such changes in the law. B. The category of Development Impact Fees ("DIF") applicable to the Project shall be those in effect as of the Agreement's Effective Date (i.e. new DIF categories which may be adopted by the City after the Agreement's Effective Date shall not apply to the Project), however the existing DIF and other development fees associated with the construction and development of the Project, including but not limited to land use approvals, development fees, building permits, etc., shall be pursuant to the rates as annually adjusted and in effect at the time application is made for such approvals or permits. C. Nothing herein shall prevent the application of health, safety, and accessibility regulations (e.g., fire, building, seismic,plumbing, and electric codes and requirements under the Americans with Disabilities Act or similar accessibility statute)that become applicable to the City as a whole. D. The parties acknowledge and agree that the City is restricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions set forth in this Section 10 are intended to reserve to the City all of its police power which cannot be so limited. Section 11. Developer's Obligations. In consideration of the rights and benefits Developer is guaranteed under this Agreement, the Developer agrees to provide each and every one of the community benefits and other measures set forth in this Section 11. A. Material Handling Equipment. Designation of City of Rancho Cucamonga as Point of Sale for Material Handling Equipment. The City of Rancho Cucamonga shall be designated as the point of sale for the Material Handling Equipment used in the Project's operations. Developer shall include a requirement in all tenant leases that tenants shall designate the City of Rancho Cucamonga as the point of sale for the Material Handling Equipment used in the Project's operations. City shall be a third party beneficiary to all such terms included in tenant leases. B. Community Benefit Fee. Developer shall pay to City the Community Benefit Fees in the amount and schedule as set forth below. The Community Benefit Fees are intended to -5- 1123 1-0001\2567614v l0.doc address affordable housing demand, fire protection services, environmental justice, and related increases to City services associated with warehouse development. i. Community Benefit Fee amount and schedule: Payment Amount Due Payment 1 $3,000,000.00 Upon issuance of a grading permit, provided that no grading permit shall be issued until the fee is paid. Payment 2a $650,000.00 Upon issuance of a certificate of occupancy for Building 1, provided that no certificate of occupancy shall be issued until the fee is paid. Payment 2b $350,000.00 Upon issuance of a certificate of occupancy for Building 2, provided that no certificate of occupancy shall be issued under the fee is paid. Payment 3a $1,000,000.00 Upon the third anniversary of issuance of a final certificate of occupancy for Building 1 Payment 3b $500,000.00 Upon the third anniversary of issuance of a final certificate of occupancy Buildin 2 Payment 4a $2,250,000.00 Upon the fifth anniversary of issuance of a final certificate of occupancy Building 1 Payment 4b $1,250,000.00 Upon the fifth anniversary of issuance of a final certificate of occu2ancy Building 2 ii. If a Community Benefit Fee payment is scheduled to be due,pursuant to the schedule above, after the Term of this Agreement,then such community benefit fee payment shall automatically become due and owing on the final day of the Term. Developer may pay any of the Community Benefit Fee payments in advance of the scheduled due date,which early payment shall reduce the Consumer Price Index (CPI)-based inflationary increase applied to such payments pursuant to paragraph (v) below. iii. If Developer has not received a building permit for construction of the second building's structure (whether Building 1 or Building 2)within twenty-four(24) months of issuance of a certificate of occupancy for the first building,then Developer shall pay an additional one million dollars ($1,000,000.00) Community Benefit Fee to City, due no later than twenty-six (26) months from the issuance of a certificate of occupancy for the first building, in order to compensate for the deferred payment of the second building's Community Benefit Fees. Whether Building I or Building 2 is the first building constructed depends on Developer's Project phasing. iv. Except for Payment 1 described above, up to fifty percent (50%) of the Community Benefit Fees received by City for Buildings 1 and/or 2,as identified in paragraph(i) of paragraph B of this Section 11, shall be refunded to Developer if, within the Term of this Agreement, a Project tenant generates five hundred thousand dollars ($500,000.00) in sales tax to the City annually for any three (3) consecutive years, provided that Developer can demonstrate that the tenant responsible for generating five hundred thousand dollars ($500,000.00) in sales tax received by the City for any three (3) consecutive year period has a lease covering the entire Term of this Agreement. The refund shall correspond to the Project building in which the tenant has met the requirements of this paragraph and shall be paid to Developer thirty (30) days following the -6- 1 123 1-000 1\2567614v I Moe expiration of the Term. By way of example only, if the tenant of Building I generates five hundred thousand dollars ($500,000.00) during each of years three, four, and five of the Term, then City shall refund to Developer an amount equal to fifty (50) percent of payments 2a, 3a, and/or 4a received by City within thirty days following the conclusion of the Term. The City shall have no further reimbursement obligation after this Agreement has expired. V. Any Community Benefit Fee payment made after the first anniversary of the Effective Date of this Agreement is considered a deferred Community Benefit Fee payment and is subject to a CPI-based inflationary increase,if any,based on the CPI—All Urban Consumers for Riverside-San Bernardino-Ontario California as published by the U.S. Department of Labor, Bureau of Labor Statistics (or any successor thereto). Under no circumstance will the amount of each deferred Community Benefit Fee payment be lower than the amount identified in the table above. vi. Payment of the Community Benefit Fees above shall satisfy all but two hundred thousand dollars ($200,000.00) of Developer's public art requirements under Ordinance 912 (codified at Chapter 17.124 of the Rancho Cucamonga Municipal Code), which may be satisfied either through the procurement of art or payment of an in-lieu fee. vii. Payment of the Community Benefit Fees above shall fully satisfy any future commercial linkage fee adopted by the City,even if said fees are higher than the amounts specified above. viii. Late Charges, Interest. If Developer fails to pay a Community Benefit Fee payment by the due date, City shall give written notice to Developer (or its successor) of such delinquency in accordance with Section 24. If Developer fails to pay the Community Benefit Fee within thirty (30) days after such notice is served on Developer (the "Period to Cure") then Developer shall pay a late charge in the amount equal to one quarter of one percent (0.25%) of the Community Benefit Fee due but not paid. The Parties acknowledge and agree that the amount of the costs and expenses that City will incur in the event the Community Benefit Fee is not paid when due is extremely difficult to calculate, and that the late charge set forth in the immediately preceding sentence is a reasonable, good faith estimate of such costs and expenses, but payment of such late charge shall not limit the City's remedies following any default by Developer under this Agreement. If any Community Benefit Fee, is not paid within the Period to Cure, then such Community Benefit Fee(including any late charge)shall also bear interest,from the due date until paid, at the rate that is the lesser of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable law. C. Traffic Improvements. Developer shall submit off-site plans that meet or exceed the ninety percent (90%) design stage for Catherine Bridge Place, 4th Street, and 6th Street, as determined by the City Engineer, for issuance of a grading permit. i. Timing of Traffic Improvements. The traffic improvements identified in paragraph. (ii) below shall be completed, to the satisfaction of the City Engineer, no later than by issuance of the certificate of occupancy of the Project's first building (whether Building I or Building 2). However, in the event that Developer is unable to complete the improvements by issuance of certificate of occupancy of the Project's first building, despite Developer's -7- 1 123 1-0001\2567614v 10.doc commercially reasonable efforts, due to processing, required coordination with other projects, or other issues outside of Developer's control,then Developer shall issue a bond, satisfactory in form and value to the City Engineer, for the remaining work and shall be obligated to complete the required improvements within one year of issuance of the certificate of occupancy for the Proj ect's first building. For those improvements identified below requiring coordination and approval by Caltrans, City shall cooperate with Developer on Developer's efforts to obtain Caltrans approval; however, if Developer is unable to achieve 90% plan check review, as detennined by the City Engineer, despite best efforts due to processing delays by Caltrans, then issuance of grading and building permits for the Project shall not be delayed provided that all other requirements for issuance of grading and building permits have been met. Notwithstanding the foregoing, the City will only issue a temporary certificate of occupancy for the Project until the improvements that require Caltrans approval are completed. Unless the improvements are completed within one year, the temporary certificate of occupancy shall expire, unless an extension is mutually agreed to by both Parties. ii. Traffic Improvements. Developer shall construct the following traffic improvements consistent with the demands outlined in the Project's TIA for a Non-Sort use and determined necessary by the City Engineer: a. I-15 NB Ramps & 4th St: Modify the traffic signal to implement a 130-second cycle length; b. Etiwanda Ave. & Foothill Blvd: Modify the timing of existing traffic signals between the I-15 and East Avenue to optimize traffic signal coordination along Foothill Boulevard by implementing a 140-second cycle length during the PM peak hour; and C. I-15 SB Ramps&Ontario Mills Dr./4th St: Modify the traffic signal to implement a 130-second cycle length and overlap phasing for the WB right turn lane, restripe the SB approach to provide one left turn lane, one through lane, and dual right turn lanes, and modify the traffic signal to implement overlap phasing for NB and SB right turn lanes. Developer may receive reimbursement of fifty percent (50%) of the actual cost of the improvements in this paragraph c. if the improvements are first constructed by Developer and the same improvements are also required to be constructed by the Speedway Commerce Center project located on APNs 0229-291-54 and 0229-291-46. Alternatively, if the improvement is first constructed by the Speedway Commerce Center project,then Developer shall pay a reimbursement to the City,which will be passed through to the Speedway Commerce Center project's developer, equal to fifty percent (50%) of the actual cost of the improvements and is not required to construct the improvements. iii. Developer's provision of traffic improvements pursuant to this Section I I(C) will satisfy any Condition of Approval pertaining to the impacts mitigated by the required traffic improvements described above. D. Fair Share Payment to Remaining Traffic Improvements. Developer shall pay a fair share fee into the City's Industrial Area Traffic Improvement Fund, equivalent to the amounts calculated in the TIA for a non-Sort use: $37,089 (the"Fair Share Fee"). The Fair Share Fee shall be due prior to issuance of the first certificate of occupancy for the Project. Developer's payment -8- 11231-0001\2567614v10.doc of the Fair Share Fee for remaining traffic improvements pursuant to this Section 11(D)will satisfy any Condition of Approval pertaining to required contributions to the City's Industrial Area Traffic Improvement Fund for impacts mitigated by the improvements listed in the TIA for the Non-Sort use but not required to be constructed in Section I I(C)(ii). E. New Public Street. Developer shall construct, consistent with the City's standards and to the satisfaction of the City Engineer, a new public street(known as Catherine Bridge Place) on the east side of the Project site between 4th and 61h Streets, to be classified as an Industrial Collector(66-foot full-width right-of-way), as shown in Exhibit C of this Agreement depicting the proposed cross section for Catherine Bridge Place with one travel lane, landscaped parkway in each direction, and a sidewalk on the west side of the street. Developer shall be responsible for all costs associated with the design and construction of the new public street. City shall accept dedication of the public street and the related improvements in the same manner as it accepts other similar public improvements constructed as part of private development projects in the City upon completion of the public street and related improvements. Developer shall provide a standard one- year warranty for the improvements, excluding normal roadway wear and tear. No certificate of occupancy for any Project component will be issued for the Project until the improvements are completed and accepted by City which the City shall not unreasonably delay. Developer's provision of a new public street pursuant to this Section I1(E) will satisfy any Condition of Approval pertaining to required provision of a new public street on the east side of the Project site between 4th and 6th Streets. F. 6th Street At-Grade Crossing Contribution. Developer shall work in good faith with the City in its effort to acquire and obtain approval from the California Public Utility Commission and BNSF Railway to permit an at-grade,railroad spur crossing at 6th Street connecting the existing roadway on either side of the railroad (61h Street Crossing"); provided, however, that such efforts by Developer do not include changes to the Project or monetary expenditures by Developer outside of the in-lieu fee described below. Developer shall pay one million dollars ($1,000,000.00) as an in-lieu fee to City and contribution toward the 6th Street Crossing. The fee required pursuant to this Section 11(F) shall be due upon the issuance of the first building permit for the Project. Developer's contribution to the City to achieve the 6th Street Crossing will satisfy any Condition of Approval pertaining to the 6th Street Crossing. G. Financing Districts. The City may initiate (i) proceedings to form one or more special assessment districts (each, an "Assessment District") to levy special benefit assessments (the "Special Benefit Assessments") or (ii) proceedings to form one or more Mello-Roos Community Facilities Act of 1982 (Government Code Sections 53311 et seq.) Community Facilities Districts(each, a"CFD,"and collectively,with the Assessment Districts,the"Districts," or individually, a "District")to levy special taxes (the "CFD Taxes"), to finance the construction or acquisition of public facilities, including but not limited to the construction of eligible street improvements, right-of-ways, appurtenant facilities, and other authorized improvements benefiting properties within the City's industrial zoning districts, and the maintenance and operation of public streets,parkways, medians, public right-of-ways,public safety, and any other improvements or services benefiting properties within all industrial zones throughout the City (the "Facilities and Services"). Developer shall not oppose the formation of any District or the annexation of lands to any District,and shall vote in favor of any such Special Benefit Assessments or CFD Taxes for a District; provided, however, that in no event shall the annual total, combined -9- 1 1231-OOO 112567614v 1 O.doc amount of the Special Benefit Assessments and CFD Taxes for the Districts exceed forty-nine thousand, one-hundred and seventy dollars ($49,170.00) per acre for the Site (the "Max Levy"). The Max Levy shall increase annually by an amount determined necessary to fund the Facilities and Services, but such annual increase shall be no less than two percent (2%) and no more than six percent (6%). Developer shall satisfy its obligations under this paragraph G. prior to the issuance of the first certificate of occupancy for the Project. The provisions of this paragraph G. shall not apply to or affect the validity of any existing Assessment District or CFD applicable to the Site as of the Effective Date. H. Solar Panels and Purchase Agreement. Developer shall install a solar collector system that covers a percentage of the Project's total roof area, with such percentage based on the formula outlined in Rancho Cucamonga Municipal Code Section 17.76.020(B), as amended by Ordinance No. 982, which requires in part that the renewable energy system shall be built to generate an amount of electricity sufficient to meet the following criteria: (a) annualized building demand based on the approved use; and (b) annualized demand required to charge fully electric vehicles and trucks, assuming that all vehicles and trucks to the site are fully electric; and (c) a reasonable rate of efficiency loss over 10 years. Such percentage shall be established pursuant to a study to be prepared by Developer and approved by the City, with City review time fully reimbursed by the Developer and paid prior to any issuance of the first building permit. The final percentage of required roof area coverage shall be confirmed by the City Engineer. The Rancho Cucamonga Municipal Utility ("RCMU") and Developer agree to execute a power purchase agreement, a draft of which is attached as Exhibit "D" to this Agreement ("Power Purchase Agreement"), within six (6) months of the Effective Date, provided that no certificate of occupancy shall be issued for the Project until the Power Purchase Agreement is executed. The solar collector system shall be metered separately from the metered power usage demand of the Project's two buildings. The Power Purchase Agreement will commit the City to purchase all electricity produced by the Project at market rate for at least 25 years, which market rate shall be specified in the executed Power Purchase Agreement. I. RCMU Connection. The Project shall utilize RCMU for electricity and high-speed broadband provided that within ten (10) months of City Council approval of the Project, RCMU has brought all required infrastructure for electricity and high-speed broadband ("Required Infrastructure") to the Project site at the locations identified in Exhibit "B" at RCMU's sole cost and expense. "Required Infrastructure" shall include all underground ducts and structures and surface mounted equipment (except for transformers) and cabling to serve both buildings on the property. This requirement shall satisfy any Condition of Approval pertaining to the Project's electric and fiber optic connection to RCMU. J. Other City Fees. Developer is responsible for other applicable existing development fees, with the exception of any public arts fees required by Ordinance 912, except that Developer shall be liable for two hundred thousand dollars ($200,000.00) public arts requirement, which may be satisfied by Developer as either through the procurement of art or payment of an in-lieu fee. K. MMRP Compliance Costs. The MMRP includes mitigation measures applicable to the Project that may require City to verify compliance outside of City's plan check process for the Project. Accordingly, Developer shall reimburse City for all compliance costs, including City -10- 11231-0001\2567614vI0.doc staff and consultant time and expenses, incurred in verifying Developer's compliance with the MMRP, except for such costs associated with mitigation measures that are verified during plan check and recovered by City through development fees. City shall submit an invoice for such costs on an as-needed basis and Developer shall pay the invoice to City within thirty (30) days of receipt. L. Developer's obligations under this Section 11 may extend past the Term of this Agreement. Therefore, this Section 11 shall survive the expiration or termination of the Term; provided, however, that upon termination of this Agreement pursuant to Section 27 below, all of Developer's obligations hereunder shall be terminated and of no further force and effect. Section 12. City's Obligations. The City shall reasonably expedite review and processing of all plans and issuance of all permits associated with the Project. The City shall refund not more than fifty percent (50%) of the community Benefit Fee payments identified in Section II(B)(i), exclusive of Payment 1, consistent with and provided the provisions and conditions of Section I I(B)(iv) are satisfied. Section 13. Annual Review. During the Term of this Development Agreement, City shall annually review the extent of good faith compliance by Developer with the terms of this Development Agreement. Developer shall file an annual report with the City providing information regarding compliance with the terms of this Development Agreement no later than sixty (60) days prior to the anniversary of the Effective Date. Annual reports shall include all information necessary for the City to assess Developer's compliance with the terms and provisions of this Agreement. Developer shall have the right to cause the annual report to be filed by any lessee then occupying the Site provided, however, that Developer shall remain primarily responsible for such filing. The City shall deliver a copy of the findings of each annual review to each Lender(if such Lender's address is provided to the City) concurrently with delivering such findings to Developer. Section 14. Indemnification and Legal Challenge. To the maximum extent permitted by law, Developer agrees to, and shall, defend, indemnify and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees ("Indemnitees") harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages caused or alleged to have been caused by reason of Developer's activities in connection with the construction of the Project or Developer's operation of the permitted use, and which may arise from the direct or indirect operations of Developer or those of Developer's contractors, agents, tenants, employees or any other persons acting on Developer's behalf, which relate to the Developer's construction of the Project or operation of the permitted use. This indemnity provision applies to all damages and claims for damage, as described above, regardless of whether or not the City prepared, supplied, or approved the plans, specifications, or other documents for the Project. Notwithstanding,the foregoing indemnity shall not include indemnification against(i) suits and actions brought by Developer by reason of City's default or alleged default hereunder, or(ii) suits and actions caused solely by or resulting solely from City's acts or omissions, or (iii) suits and actions arising from the sole negligence or willful misconduct of City; -11- 1123 1-0001\2567614v I O.doc provided further,however,that the foregoing indemnity shall not apply to claims pertaining to City's operation of those portions of the Site dedicated to City after the dedication thereof. In the event of any legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, any of the Project Entitlements including, without limitation, the City's General Plan, Zoning Ordinance, Design Review, EIR, or any other supporting document relating to the Project,the Developer shall indemnify,defend and hold harmless the Indemnitees, and each of them,with respect to all liability, costs and expenses incurred by, and/or awarded against, the City or any of the Indemnitees in relation to such action. The City shall have the right to select counsel of its choice. The parties hereby agree to cooperate in defending such action. In the event of any litigation challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction,the Developer may elect to continue development under this Agreement pending completion of the litigation but it shall do so at its sole risk, and the City shall not be liable for any loss suffered as a result thereof. Section 15. Amendments. This Agreement may be amended or canceled, in whole or in part, only by mutual written consent of the parties and then in the manner provided for in California Government Code Section 65868, et seq., or successor provisions thereto. Section 16. Minor Amendments to Development Plan. Upon the written application of Developer, minor modifications and changes to the Development Plan, including modifications to the building design or footprint affecting setbacks, parking layout and design, and landscape design may be approved by the Planning Director. Substantial changes in the Development Plan, as determined by the Planning Director, shall be processed through the process required by law to amend or modify the Development Plan. Upon the approval of substantial changes to the Development Plan, Developer and City shall amend this Agreement to memorialize and acknowledge the revised Development Plan. Section 17. Enforcement. In the event of a default under the provisions of this Agreement by Developer, City shall give written notice to Developer (or its successor) by registered or certified mail addressed at the address stated in this Agreement, and if such violation is not corrected to the reasonable satisfaction of City within thirty (30) days after such notice is served on Developer, or if not corrected within such reasonable time as may be required to cure the breach or default if said breach or default cannot be cured within said thirty (30) days (provided that acts to cure the breach or default must be commenced within said thirty(30) days and must thereafter be diligently pursued by Developer),then City may, without further notice, declare a default under this Agreement and, upon any such declaration of default, City may bring any action necessary to specifically enforce the obligations of Developer growing out of the operation of this Development Agreement, apply to any court, state or federal, for injunctive relief against any violation by Developer of any provision of this Agreement, or apply for such other relief as may be appropriate. -12- 11231-0001\2567614v10.doc Section 18. Event of Default. Developer is in default under this Agreement upon the happening of one or more of the following events or conditions: A. If a material warranty,representation or statement made or furnished by Developer to City set forth herein or in any document incorporated by reference herein is false or proved to have been false in any material respect when it was made; B. If a finding and determination is made by City following an annual review pursuant to Section 13 hereinabove, upon the basis of substantial evidence,that Developer has not complied in good faith with any material terms and conditions of this Agreement, after notice and opportunity to cure as described in Section 17 hereinabove; or C. A breach by Developer of any of the provisions or terms of this Agreement, after notice and opportunity to cure as provided in Section 17 hereinabove. Section 19. No Waiver of Remedies. City does not waive any claim of defect in performance by Developer if on periodic review City does not enforce this Agreement. Nonperformance by Developer shall not be excused because performance by Developer of the obligations herein contained would be unprofitable, difficult or expensive or because of a failure of any third party or entity,other than City. Subject to the provisions of Section 20, all other remedies at law or in equity which are not otherwise provided for in this Agreement are available to each party to pursue in the event that there is a breach of this Development Agreement by the other party (subject to applicable notice and cure periods). No waiver by City or Developer of any breach or default under this Development Agreement by the other party shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. Section 20. City Not Liable For Damages. It is acknowledged by the parties that the City would not have entered into this Agreement if it could be held liable in damages under or with respect to this Agreement or the application thereof. Consequently, and except for the payment of attorney's fees in accordance with this Agreement, the City shall not be liable in damages to the Developer, or to any assignee, transferee or any other person, and the Developer covenants on behalf of itself and its successors in interest not to sue for or claim any damages: A. For any breach of this Agreement; B. For the taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; C. Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement; or D. For any injury to or interference with the rights of the property owner, allegedly or actually arising out of, or incurred in connection with,the parties entering this Agreement, or their exercise of any rights under this Agreement. -13- 1 123 1-0001\2567614v I O.doc The parties hereby warrant that each enters into this Agreement with the understanding that if the City defaults on its obligations under this Agreement due to an action taken by the electorate of the City in the exercise of the reserved powers of initiative and referendum, this Agreement shall be modified or suspended to the extent required by Government Code Section 65869.5 and the Developer's right to seek specific performance, a writ of mandate, or other mandatory relief shall be limited by such force as the action taken by the electorate may have in light of state law as determined by any court of competent jurisdiction,in which case the Developer's principal remedy shall lie in reformation of this Agreement Section 21. Rights of Lenders Under this Agreement. Should Developer place or cause to be placed any encumbrance or lien on (i) the Project, or any part thereof, the beneficiary of said encumbrance or lien("Mortgage Lender") and(ii) any direct ownership interest in Developer, the beneficiary of said encumbrance or lien ("Mezzanine Lender"; together with Mortgage Lender, "Lenders" and each or any of the foregoing a "Lender") shall have the right at any time during the term of this Agreement and the existence of said encumbrance or lien to: A. Do any act or thing required of Developer under this Agreement,or cure any default of Developer under this Agreement within the time limits set forth in Section 17, and any such act or thing done or performed by Lender or cure shall be as effective as if done by Developer; B. Realize on the security afforded by the encumbrance or lien by exercising foreclosure proceedings or power of sale, assignment in lieu of foreclosure, or other remedy afforded in law or in equity or by the pledge or security document evidencing the encumbrance or lien(hereinafter referred to as "a trust deed"); C. Transfer, convey or assign the title of Developer to the Project to any purchaser at any foreclosure sale,whether the foreclosure sale be conducted pursuant to court order or pursuant to a power of sale contained in a trust deed or otherwise, or to Lender or its nominee or designee by an assignment in lieu of foreclosure, and to the first transferee thereafter(each of the foregoing a, "Successor Developer"); D. Lender or its nominee or designee acquires and succeeds to the interest of Developer by virtue of any foreclosure sale,whether the foreclosure sale is conducted pursuant to a court order or pursuant to a power of sale contained in a pledge or trust deed or otherwise, or by an assignment in lieu of foreclosure; and E. Upon request from any Lender, the City or Developer shall deliver to the Lender so requesting within 30 days of such request an estoppel certifying,among other thing,compliance with this Agreement by City and Developer, if true,Lender's rights under this Agreement and such other matters as such Lender may request. Should any Lender require or request an amendment of this Agreement in respect of the rights and remedies granted to a Lender, City hereby agrees to execute and deliver such an amendment so long as the proposed amendment does not materially and adversely affect the rights, powers, and remedies of the City in respect of a default by Developer hereunder. No Successor Developer shall be liable for any act or omission of the prior Developer(provided that this sentence shall not relieve -14- 1 1231-0001\2567614v I O.doc any Successor Developer from curing an on-going breach or default, other than any Incurable Default, that is continuing as of the date such Successor Developer acquires its direct or indirect interest in the Project). No Successor Developer shall have any additional liability hereunder accruing after the date on which such Successor Developer transfers, conveys or otherwise assigns this Agreement as permitted hereunder and such transferee or assignee thereof has assumed this Agreement. No modification or amendment of, or that otherwise impairs any right under, Section 21, 22 or 23 of this Agreement, entered into prior to any Successor Developer acquiring its direct or indirect interest in the Project, shall be binding upon such Successor Developer unless such Successor Developer has consented to same in writing. Section 22. Notice to Lender. City shall give written notice of any default or breach under this Agreement by Developer to Lender(if known by City) simultaneously with such notice of default City gives to Developer and afford Lender the opportunity after receipt of service of the notice to: A. Cure the breach or default within thirty(30) days after service of said notice, where the default can be cured by the payment of money; B. Cure the breach or default within thirty (30) days after service of said notice where the breach or default can be cured by something other than the payment of money and can be cured within that time; or C. Cure the breach or default in such reasonable time as may be required where something other than payment of money is required to cure the breach or default and cannot be performed within thirty (30) days after said notice, provided that acts to cure the breach or default are commenced within a thirty (30) day period after service of said notice of default on Lender by City and are thereafter diligently continued by Lender. D. The foregoing cure period shall run successively and not concurrently with the cure period of Borrower and each other Lender such that the time limits set forth in Section 17 shall not commence with respect to Mezzanine Lender until they have expired as to Mortgage Lender and shall not commence as to Mortgage Lender until they have expired as to Mezzanine Lender, in each such case,with the applicable default not having been cured. E. All cure periods contained herein shall be extended day for day during any period in which any Lender is prohibited, delayed, prevented or enjoined from commencing or pursing any rights or remedies it may have under the pledge,trust deed or other related loan documents by any legal process or proceedings,including,without limitation,any bankruptcy or other insolvency proceedings affecting Developer. F. If the breach or default is of a type that cannot reasonably be cured by any Lender (each an"Incurable Default") (for example, and without limiting the generality of the foregoing, a bankruptcy of Borrower), the City will not exercise any remedies on account of such Incurable Default if any Lender proceeds promptly and diligently to obtain possession of the Project through appropriate foreclosure proceedings and diligently prosecutes same to completion in accordance with Section 23 below. -15- 1 123 1-0001\2567614v l0.doc G. Nothing contained in this Agreement will be construed as obligating any Lender to cure any breach or default or perform any obligation of Borrower under any Development Agreement; provided that if any Lender elects to perform any obligation of Developer under any Development Agreement the parties thereto agree to accept such performance as if undertaken by Developer. Section 23. Action by Lender. Notwithstanding any other provision of this Agreement, a Lender may forestall any action by City for a breach or default under the terms of this Agreement by Developer by commencing proceedings to foreclose its encumbrance or lien on the Project. The proceedings so commenced may be for foreclosure of the encumbrance by order of court or for foreclosure of the encumbrance under a power of sale contained in the instrument creating the encumbrance or lien, or by an assignment in lieu of foreclosure. The proceedings shall not, however, forestall any such action by the City for the default or breach by Developer unless: A. Subject to Section 22(E) above, they are commenced within thirty (30) days after the later of(i) service on Developer (and on Lender if such Lender's address is provided to the City) of the notice described hereinabove and (ii) the expiration of the cure periods afforded to Developer in Section 17 and, in the case of Mortgage Lender, the expiration of the cure periods afforded to Mezzanine Lender in Section 23; B. They are, after having been commenced, diligently pursued in the manner required by law to completion; and C. Lender keeps and performs all of the terms, covenants, and conditions of this Agreement requiring the payment or expenditure of money by Developer until the foreclosure proceedings or assignment in lieu of foreclosure are complete or are discharged by redemption, satisfaction, or payment. Section 24. Notice. Any notice required to be given by the terms of this Agreement shall be provided by email and certified mail, return receipt requested, at the address of the respective parties as specified below or at any other such address as may be later specified by the parties hereto. To Developer: Heather Crossner Senior Vice President,Development Bridge Point Rancho Cucamonga,LLC 11100 Santa Monica Blvd., Suite 700 Los Angeles, CA 90025 Email: hcrossnernaebridg_eindustrial.com and Legal Department -16- 11231-0001\2567614v10.doc Bridge Industrial 9525 West Bryn Mawr, Suite 700 Rosemont, IL 60018 Email: dhemmerkbridgeindustrial.com To City: City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California, 91730 Attention: City Manager Email:JGillison@Cityofrc.us With a Copy to: Richards, Watson & Gershon 350 S. Grand Avenue, 37th Floor Los Angeles, California 90071 Attention:Nicholas R. Ghirelli Email: nghirelli@rwglaw.com To Mortgage Lender: Wells Fargo Bank,National Association, Commercial Real Estate 10 S. Wacker Drive, Suite 3200 Chicago, IL 60606 Attention: Tim McAdam,Loan#: 1019428 Email: tim.mcadamkwellsfar og com With a Copy to: Wells Fargo Bank,National Association Wells Fargo Bank,National Association, Commercial Real Estate 10 S. Wacker Drive, Suite 3200 Chicago, IL 60606 Attention: Gloria Juarez, Loan#: 1019428 Email: gloria.m.juarezkwellsfar og com Section 25. Attorneys' Fees. In any proceedings arising from the enforcement of this Agreement or because of an alleged breach or default hereunder, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees and experts' fees incurred during the proceeding(including appeals) as may be fixed within the discretion of the court. Section 26. Binding Effect. This Agreement shall bind, and the benefits and burdens hereof shall inure to,the respective parties hereto and their legal representatives, executors, administrators, successors and assigns,wherever the context requires or admits. Section 27. Termination. Notwithstanding any other provision contained herein, this Agreement may be terminated at any time upon the written mutual agreement of both parties. Section 28. Applicable Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Venue for any action or litigation brought for breach or to enforce any provision of this Agreement shall be the Superior Court of the County of San Bernardino, California. -17- 11231-0001\2567614v10.doc Section 29. Partial Invalidity. If any provisions of this Agreement shall be deemed to be invalid, illegal,or unenforceable,the validity, legality,or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Section 30. Recordation. The City Clerk shall record this Agreement in the Official Records of the County Recorder of the County of San Bernardino within ten (10) business days following the Effective Date. Upon the expiration of the terms of this Agreement and the request of the Property Owner,the City will execute and deliver, in recordable form, an instrument confirming that this Agreement is terminated and of no further force or effect. Section 31. Force Majeure. In the event that either party hereto shall be delayed or hindered or prevented from performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, riots, insurrection, terrorism, war or other reason of similar nature not the fault of the party delayed in performing the work or doing the acts required under the terms of this Agreement, then the performance of such act shall be excused for the period of the delay caused by the foregoing. Financial inability shall not be deemed an excuse for delay under this Section 31. Section 32. Integrated Agreement. This Development Agreement consists of this Agreement together with all Exhibits attached hereto, and all of the same are hereby incorporated by reference. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions set forth in the Exhibits. No representation or promise, verbal or written, not expressly set forth herein shall be binding or have any force or effect. Section 33. Time of Essence. Time is of the essence in every provision hereof in which time is a factor. Section 34. Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and Developer. The anticipated refinements to the Project may demonstrate that clarifications to this Agreement and the Project Entitlements are appropriate with respect to the implementation of this Agreement and the Project Entitlements. If, when, and as it becomes necessary or appropriate to take implementing actions or make such changes, adjustments or clarifications,the Parties may effectuate such actions, changes, adjustments or clarifications through an operating memorandum ("Operating Memorandum") approved by the parties in writing which references this Section. Such Operating Memorandum shall not require public notices and hearings or an amendment to this Agreement unless it is required by Sections 15 or 16 above. The City Manager shall be authorized, after consultation with and approval of Developer, to determine whether a requested adjustment, clarification or implementing action (i) may be effectuated pursuant to this Section 34 and is consistent with the intent and purpose of this Agreement and the Project Entitlements or (ii) is of the type that would constitute an amendment to this Agreement and thus would require compliance with the provisions of Section 15 or Section 16 above. The authority to enter into such Operating Memorandum is hereby delegated to the City Manager, and the City Manager is hereby authorized to execute any Operating Memorandum hereunder without further City Council action. -18- 11231-0001\2567614v10.doc [SIGNATURES ON NEXT PAGE] -19- 11231-0001\2567614vI0.doc IN WITNESS WHEREOF,this Agreement has been executed by the parties and shall be effective on the Effective Date set forth hereinabove. CITY: DEVELOPER: CITY OF RANCHO CUCAMONGA, (Signatures of two principals required) a Municipal Corporation Dated: `► 2► Dated: By: By: zo enms Michael Print Name: ►( CC3 P t I11"z a GvGaw►a� Mayor / Title: ATTESTKice . Dated: By: Print N e ��a�r >,�1,� d� ;Nfi AV Gvc�tu+a►�a,�cG ds Title: V r'- p2gisr Pd.�r Approved as to form: r'RJames L. Markman City Attorney -20- 11231-0001\2567614v 10.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California 1 County of S it BeMad-4 J} On 1 zO z1 before me, �aS��4_��tt�it jlojLQ►rer Orin� , ejbj.G IVO tgry Date Here Insert N(,a�,me and Title of the Officer personally appeared L ` flALS M "GWQ_ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(K whose name( I subscribed to the within instrument and acknowledged to me thali 's+refthrey executed the same in i /feir authorized capacity(ies), and that by ii /h_�r signature() on the instrument the person(6), or the entity upon behalf of which the personfe) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the fore oin JAWN EMPERATRIZ AZAHARES ORIEL g g D Notary Public-California Z paragraph is true and correct. San Bernardino County n Commission a 2260286 WITNESS my PSignature al seal. My Comm.Expires Sep 28, 2022 Sign Place Notary Seal and/or Stamp Above of Notary Public OPTIO AL Completing this information can det r olt ation of the document or fraudulent reattachment of this form an unintended document. Description of Attached Document I Title or Type of Document: V-e(0 VAQht r-eetnetl ­60 ISO Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑ Corporate Officer— Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2017 National Notary Association ACKNOWLEDGEMENT STATE OF 11 lift! ) ss: COUNTY OF On iY , 2021, before me, , a Notary Public in and for said State, personally appeared_Anawn personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature: Print Name: ' My commission expires: ZlRb ELLA JEFFREY NOTARY OFFICIAL SEAL Notary Public-State of Illinois u'uea s My Commission Expires June 18,2023 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles ) On November 5, 2021 before me, Kevin Thomas Finnegan, Notary Public (insert name and title of the officer) personally appeared Brian Wilson who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his 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 paragraph is true and correct. WITNESS my hand and official seal. �;°F KEVIN THOMAS FINNEGAN Notary Public-Ca{ifornia ` - Los Angeles countya a Yyz �aioosn« Commission#2236120 My Comm.Expires Mar 29,2012 Signature (Seal) EXHIBIT "A-1" LEGAL DESCRIPTION LEGAL DESCRIPTION: THE LAND REFERRED TO HEREIN BELOW JS SITUATED IN THE CITY OF RANCHO CUCAMONGA, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL I OF PARCEL MAP NO. 6658, IN THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 641 PAGES 51 AND 52 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY ("THE PROPERTY). PARCEL 2. A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY, TO BE USED iN COMMON WITH OTHERS, TO CONSTRUCT, USE, MAINTAIN AND REPAIR TWO RAILROAD SPUR TRACKS, EACH 30 FEET WIDE, EXTENDING IN A GENERAL WESTERLY AND EASTERLY DIRECTION IN, ON, OVER AND ACROSS THE FOLLOWING DESCRIBED LAND- THE WEST 400.00 FEET OF THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 1 SOUTH, RANGE 6 WEST SAN BERNARDINO BASE AND MERIDIAN, LYING SOUTHERLY OF THE NORTHERLY LINE OF THE LAND CONVEYED TO VERNE COX AND HODGE L. DOLLE, BY DEED RECORDED APRIL 6, 1964 IN BOOK 6122, PAGE 329 OFFICIAL RECORDS. EXCEPTING THEREFROM THE SOUTH 60 FEET, CONVEYED TO THE COUNTY OF SAN BERNARDINO, FOR ROAD PURPOSES, BY DEED RECORDED DECEMBER 29, 1969 IN BOOK 7361, PAGE 705 OFFICIAL RECORDS. SAID EASEMENT IS SET FORTH BY EXCEPTION AND RESERVATION ON THAT CERTAIN DEED CONVEYING LAND TO MONO POWER COMPANY, A CORPORATION, RECORDED AUGUST 7, 1972 IN BOOK 7993, PAGE 712 OFFICIAL RECORDS. PARCEL J. A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY, TO BE USED IN COMMON WITH OTHERS, FOR UNDERGROUND PIPE LINES OVER THE SOUTHERLY 5 FEET OF THE FOLLOWING DESCRIBED LAND AND THAT CERTAIN EASEMENT AND RIGHT OF WAY TO CONSTRUCT USE, MAINTAIN AND REPAIR AND RAILROAD SPUR TRACK, 3O FEET WIDE, EXTENDING IN A GENERAL WESTERLY AND EASTERLY DIRECTION, IN, ON OVER AND ACROSS THE FOLLOWING DESCRIBED LAND. THE WEST 355.00 FEET OF THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTHERLY OF THE NORTHERLY LINE OF THE LAND CONVEYED TO VERNE COX AND HODGE L. DOLLE, BY DEED RECORDED APRIL 6, 1964 IN BOOK 6122, PAGE 329 OFRCIAL RECORDS, AND LYING SOUTHERLY OF THE SOUTHERLY LINE OF THE LAND CONVEYED TO CURBS WAYNE GATES AND TORRIE GATES BY DEED RECORDED DECEMBER 9, 1966 IN BOOK 6740, PAGE 455 OFFICIAL RECORDS. SAID EASEMENTS ARE SET FORTH BY EXCEPTION AND RESERVATION ON THAT CERTAIN DEED CONVEYING LAND TO MONO POWER COMPANY, A CORPORATION, RECORDED OCTOBER 17, 1972 IN BOOK 8042, PAGE 23 OFFICIAL RECORDS. A-1 11231-0001\2567614v I O.doc PARCEL 4. A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY, TO BE USED IN COMMON WITH OTHERS, FOR UNDERGROUND PIPE LINES OVER, THE SOUTHERLY 5 FEET OF THE FOLLOWING DESCRIBED LAND AND THAT CERTAIN EASEMENT AND RIGHT OF WAY TO CONSTRUCT, USE, MAINTAIN AND REPAIR A RAILROAD SPUR TRACK, 30 FEET WIDE, EXTENDING IN A GENERAL WESTERLY AND EASTERLY DIRECTION, IN, ON, OVER AND ACROSS THE FOLLOWING DESCRIBED LAND.• THE WEST 355.00 FEET OF THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17 TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO BASE AND MERIDIAN, L YING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND CONVEYED TO CURTIS WAYNE GATES AND TORRIE GATES, BY DEED RECORDED DECEMBER 9, 1966 IN BOOK 6740, PAGE 455 OFFICIAL RECORDS. SAID EASEMENTS ARE SET FORTH BY EXCEPTION AND RESERVATION ON THAT CERTAIN DEED CONVEYING LAND TO MONO POWER COMPANY, A CORPORATION, RECORDED FEBRUARY 28, 1973 IN BOOK 8129, PAGE I I I OFFICIAL RECORDS. PARCEL 5: A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY, TO BE USED IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS, 3O FEET WIDE, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE WEST LINE OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 17 DISTANT ALONG SAID WEST LINE AND THE WEST LINE OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 17, SOUTH 0' 14' 23" WEST 732.00 FEET FROM THE NORTHWEST CORNER OF SAID SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER; THENCE NORTH 89' 55' 10" EASr, 355 FEE7. APN(S):0229-283-50-0-000; 0229-283-50-1-000; 0229-283-51-0-000 A-2- 11231-0001\2567614v10.doc EXHIBIT"A-2" SITE MAP SITE MAP IS INCLUDED WITH THE PROJECT PLAN SET WHICH IS INCLUDED AS AN EXHIBIT TO THE STAFF REPORT AS APPROVED BY CITY COUNCIL OF CITY OF RANCHO CUCAMONGA ON OCTOBER 20, 2021 AND MADE AVAILABLE AT RANCHO CUCAMONGA CITY HALL A-2-1 LEGAL DESCRIPTION: VICINITY MAP SHEETINDE% SITE PLAN GENERAL NOTES: KEYNOTES:® PROJECT DATA III ruv A PATAIF wrA Gr'c�uwxroA r mrW,l lu„�.rur+IwSrm X,Awa cExrwS Pux ml5w2w xYPlNanuvvdunsllw Hoar 'r"'rA`a°'"'r erwma.£"'°' AZI USSidDR Al—r MM PIui IIx11UF+rE WfNWXt I—aVIAI DLCLSYazf sr lS ESiPIGzgR cEPEPLLIxoII51PNL idl rHoxuN A'WMPY2Iw AV(FNGFrWI f ut+xlr.w,s[rtus[olo Pslwlawemwvlewgn rpgP02fDEaxE: GFxFA4 MWSIWAL IdI SUIIgIIGI[HlMgo511E PVJr I.—FlMNl5 AY9 x N. SIZE APU RGA [xl,[091E PIµ lfMLgYA>INx1 r[E. .o +rrt rnoranrT v'o-' 'M4O411'{m�' All"r MACT wIaERrF.1 rGH S.SFTAeGIt AFDUrI[MfX15�. Mrrf N.Vxnrtnwlr FNs1AC 6M MIFEI AREA tAH,SEYII I]rw eulldVG llIroAPUV nWLW gw[oroArvdW dnSwworxPtm PADPDMD STMEI'A'. m w rerare< 8 SUILgIW IrLDgriU4GUVAM[u15 AVEI YIXY.K n5f[FIrR]LI GIPPFAC[ Arr rtol.vmre.Vex lw.m ne riur[[rw Ml mlcm[pl[IArsut IDIMEPA°LfL5w1 112.RIM/D.I'IT 312 Iw?•Y 9UIIq.VDIPAOf rGX VGSRMLIt 95 RR(MY GU3FAGE XETnAG-iw IUIMUS[DGMIUPMEX£.];q)IISfIISMTL- SUIIdxGIGIErbAELIVAIMx13 ARO—lITTM4N YS(FR(IMY CUMrwF IN, BIIILdXG I Gl[xW ELLVAMx95 rux, �'YTv CA 92619 m ream xw Ar.. sullgxG2G14VI A DF` ArmvnsnunlvrAV[rrvinrpv,,rtepcallinwrpa R�rtF APUA 2AG2n��5( I,£p21yi525f s1150fi :flcaxPur FxuvAMGIs FIRE DEPT.GENERAL NOTES: e+rwxIASPI.wI.onSr,IIWSuv MArlA rwnnxm.Avn A. iu•ir emimve 9Pdr nRN 'xim�a v . ^r^rt•^^r^°• FxngG1IFIEVArKK1s 1.FISFatLEss urG MILLI crMPLrtMrxnlRgLMTG MAgGG IAG15ppar .X.lroM I.nosr r roarer rmee BIPLdW 2GIFRMELFVAINWS F/RNIL[ ir'd•I yr •IW1511rIr1R. MA'FNSF Oe GiX[O 193( PS2.bnM 21�b,mJS( + acv mA ara eaaox 'A'tlQ' li, G.fl SURgNG tf%TfPbllxFxOEFIIGf AmsAnrxvt [1 1 AVEA InII. [oXtmr dugAG lnIE SxEEI WOPIFNDIUSIf MR, eUAq axMA eY UM P' SUBJECT a-n coniPMrsellF' unim�PlAll AFIGW wsCm'. ea.mo Lex 11.0 AM wieixwsEAAu m9M Ixmo.v zl'�M a.vxraarra ra I xurcAns MLYlMuslMLfoeFemE rNE OIswcl MeuwlAlxrs. �NIr..veMmosr,ru..,P,.,,,,1 wss I.snsooM n.woN si.adsr SITE AREA Fw,P I-AAGEG n.,5x ASPBGv LMPNNIYNFAroxIMILSG rMC1MCUCaNPM'rq£rprtclWx G—IA.A: A]1 Rr. ros M1Anlvcxwl rndnEs usiPlrl oE'<Ew eAalun <...""1 ArP.. rr„:<r,,,,rt or lvrvl A..r.rn.rmum:q. uvmw I 12 cOXGEPFIM2 MYL PUHs aam.r,,arrmw,. vo�ae.ama 'r�O y� la [DM.FmwLSix[FI gIPPD,EIRxIPNY3 1 w m nrnm mruMrrx �'mmrrvxeoern�rxuiP wArw'rrl rIA1NDf J': I7t.r0A w1s ASSESSOR'S NUMBERS: �GCP routs sera'. Mc 11 c11.w MlEfTs Armamxs-sa mac'm-s wlo vAww' e$ E.�sax mAilm onuu udW'to r �a y 1;.rm,pogtxxw upAn M.11C[�41 I2A IOO MNtS HSiALLx II l� I S PgI.µwMPAAYu rA.,,r�.,Ncrz,rt,xrt. N .rgwrSl..IGWIxxRgIWIaL xoxMWlNGo o LS roMNIS W GYd'FIP[PUIIIMG MV IsgoroSmdvl[nW mwsiLwnwi •A[MwSrWIMdJp 16 l5 iri STNlf ll.Vmx r., rsm warm rAuwarmarer,ara �..r+. �� IANDSG➢[PUNINGPGV rvwzru[.[[LL mxWNnucnvxgM[q SxMlMuulre r,P51LL15 � Nl.[ u£[IMLLS rm e la UYUSUR RIxIIHf.MAV >sOwFD PAWw NLS MI5 Is _ �F MR l51mNG MFM91 My zl.wxran An ry nrcll� x rrluxernwru s Gx uMgNCPNUpxS IN OOCYS 9f Dxx5 NS IIq:xS ,,a ., „nrar,amu p� �1J,+Wr MUGIXDII111Gti PIMI1GMEIW. m a.rrm arc ar meurco-aura dMI�L ,F.I! WiIIGtrrNDi 1 ucrnwra vwlraral,rrAc l¢fnfl xIIYAmxrn,srN,Inusner P/mEn IMIl5x P1AgIU PxPAIrN RI,WVLEIO SI r1—T. SIiIwJ1W 'XUP su u sr lvwrdAmoD FoC saui .Y nSoroMl,ur. Puwcc SL6 MDCSG[i YrM10MRPoC (fxxxrrsnn£ruA�ls caul P/AmorvAooWAllrzrv.Amd+G IWM iFAM NYO./NPPDV.MPfO./qMW.N MD1 Fi11C +Sa'Dlcluc - lIr1G*[RSA NP[O./NIRDI.gAE(LllrrpV.N ¢/NP Sle lots 1_xNR M1FAITEGXIDANOx MIfF55 o-ee xo-narsr FMPIOYF[oulmw AYA[ wrier wo.e a�e..n..w m, MRGUBSU AG09M 'GOSF I,Mp Si 111E BRIDGE POINT RANCHO CUCAMONGA L E lII a FroSIWGPP1smP F/LLIR- ry IIIIIII III�I MDUsiPlAl AIlu, if 1 / T -� _ - _ It__`r-, -.I - I - ]iS�IN I pSG fGIINDPMAO[B a53U15 TS 43 I�mLOT'A'(SEE - I -- ! - - CITY 012RANCHO CUCAMONGA, h _I_ / PARCEL MAP(- - — — —_J-_+sr�c-••-•••�._—__—_ ^�£^ I I CALIFORNIA —NEW REET"A"—� I _ III I I I IIIIIIEIRIIIII Iii`il "4. p{}�}{}I}Ip - � IIIII I'I IIIIIIII I `I - q � li 3 � • « r� N AREA POIE F FIFlCE W/OffICf PoI i III � r AREA OCE LP1111aA1 -- •. 7 ' si 9lCxi T PoNEIUJww N e r I 4 1 r Al APPLICANT. „ 1 rsll ; � IMaa rawlm5cxo glrAMaroAu� It i I i/� I I I I i i ! ! I I , Y I ••yj l jlflltlfffillfl G==wDGND3 OWNER. 4_ dr �a- uoO BUILDING 2 Wa BUILDING 1 r,l _ SINGLE TENANT •f ` i1Ill1I. __-"e- f,,g IIj Ill!I iI II XSifRU LaIIOX'IYPEl.IFB•! II IISINGLE TENAN T WAREHOUSE BUILDINGi (WAREHOUSE BUILDING a I FOOTPRINT:738,270SF wX'Sv�,e,aoil BRIDGEMEZZANINE:14,230 SF MEZZANINE:19,000 SF G.FA.:752500 SF G.FA.1,422,5005F CO m OCCIIPAMCY.B1.4 NU H[OIGT OR.1 IDNINUCIIITV UWEI OF MUCHEIGONT-FAR. I III _ I j - III I l I ! j I'II 9EWUIMg6 l _ MTENT14 U l f I rrI A 0_ __� A,AREA O (III -EN j 3 - 3 OFFICE �11I7IT ,1111TITTTm - 5.1 nP� IIIIIII(III - q>11WAtAIDSXIGMS r • r Is fJ I N M f - 5 5 n s 3 x nrz1`Y1xr[Q' II Illll. IUllI rt C)0 I• III ,�,.\ PNIrN •. Ba-x lu.RUx[E i - xxI5.E5¢fall � _ xm,,.lr {„ � EXISixIG INWSIAV•l - �\ tlORgNGWMII OPEX OPOP IOi (, ,I FAMIN4 L T"IIO I� ail frr +Pr I IXOIIMPGL tlI11LOIXG (jS{) INOIIiiPoAL tlIIILdNG � 1 rwarrxaanertnwV nSm SITE PInN SITE PLAN CAE:1•= XIVf1d G M' 1M Al-OP DRC 2020-00202 EXHIBIT"B" DEVELOPMENT PLAN DEVELOPMENT PLAN IS INCLUDED AS AN EXHIBIT TO THE STAFF REPORT AS APPROVED BY CITY COUNCIL OF CITY OF RANCHO CUCAMONGA ON OCTOBER 20, 2021 AND MADE AVAILABLE AT RANCHO CUCAMONGA CITY HALL B-1 ED-DESCRIPTION VICININ MM 1AFT INDEX SITE PLAN RENIRAI NOTES: —01F$: PROJECT DATA RGA T—I FIRE DEPT.GENERAL NOTES: SUBJECT SITE AREA =Wll��l ASSESSOR'S NO.— :Zii�W, BRIDGE POINT RANCHO CUCAMONGA LOTW(SEE DD,OF WUROBD CU—NGA I. ARCED -—-—-—-—-—-—- Wa an APPIJCANI -H4�-14 H H -H+1-� H -H+ H i- �-T OWNER, -H -77771 fII 7-- T-t 7--t 1 BUIL61NG 2 BUILDING I ANT --F-1-T III=0 SINGLETENA�NT 4 t-4-4-IT. —FDOTPFUW:Tjs,27osF— MENANINE.19 000 SF al BRIDGE GYA:75Z5DO SF G.FA:1.42.6i IF T: 7 ji.I-H"'"',-1-+ HE I= -LU n.. -L-. -tl-+H I.-, 14�4 4-� 7�4 -0 t 1 .. . . . . . . . . J4 i IIF Lq�L . H E4 4 R A A 1111 — H III .. we a,Elun a. -Tr Hill I SITE PLAN Exhibit B Al-OP DRC 2020-00202 EASIHIG PROJECT DATA Hl I RGA Ei BRIDGE POINT --lO IL�1-1-L---L ( Iy RANCHO CUCAMONGA TTHCTREET CHO CUCANiONGA ALIFORDRE EIC I L DO S1. =U 1 APPLICANT'. OWNER EXISTING ICE STORV CONCRETE TILT 1111110111 O ��CC TlVO STORY DFFIGE TD BE DEI-13HES FODTPRINT t-I�3,0,C BE .11 BRIDGE MEZZYNINE AREA E TJO'V lEll CH11 ...I....... .....5, _. I AL T E it j' I'I,Tll��Tl PI III MI li-ll 1:A I(STING SITE PLAN Al-I P DRIC 2020-00202 RGA BRIDGE POINT _ RANCHO CUCAMONGA iz-+a 4TH-EEr 111 CALL-W omHA -� N EA"TR-E-E4 "I FEcn— hlilililililililililililil APPLICANT'. I � I OWNER: .41 w .o 'BUILDING 2 BUILDING 1 I 1= .al BRIDGE I I I I •� I I I? I I • IIIa a r � � �m SITE FENCE PLAN Ill E � Al-2P DRC 2020-00202 RGA EA-STN—GPWSON ACID_ - - - -—- - - - N HN--3 T Rf-H"A - - - - - - - TZ 777- 7777_ � --/i// ;««ll ll r/lll//ll/////////II 1«««« »> , 0 0 POTENnAL a f �, POTErvnu OFFICE IlEl - - - ......... ...... ........ .. ..... ... ... .... .... .... .. ,. ., ,. ARExv/AREn is oocR ecoFs •,,• •,• IAEZZANINE J I�1 1 1 I 1 —17 -77—T —F —FTTTTTTTTFFFFI 1 �f III MEESE POINT RANCHO CUCAMONGA ITN-11T L, oWHO CUCANONGA -� BUILDING 1 { } SINGLE TENANT �FM EEDANINE 1RINTU000RIF G F A. 1 422 5GG SF APPLICANT .� �JJ--4 1114� �� �LI 1 lI- IIIa,NER ---IIIILLLLLLLLI l l l l AREA dl BRIDGE � re oocrc oeor. PN}Na O ����77 7114f�"�����������lllll�llll���l��fff��f����ffffff�f����������� I� IIIIE Csnas a _ R40 EXISTING EfISTI PIG :�`Ll i , C o INDUSTRIAL BUILDING IN... BUILDING ENLARGED BUILDING 1 SITE PLAN I E -; � Al-3P DRC 2020-00202 v - lRGA EXISTING ...8 aOa INDUSTWAL BUILDING---- - - - IIEf� 0 III �` — ✓;P II�V.iI � POTENT[AIAL DEEIOE MEZZFIIIIIE IL1 1� �� Ilj�lllj I�, III I l I 1 I l-1BRIDGE POINT r' ` ` ` 1 � , R?.N(`HO CUCAMONGA ✓ GI 0 U 4THICREET AAIFNGA -IEaaW ro BUILDING O ✓� SINGLE TENANT oEIIANIIE73a2sosF GFA.752 OOSF �� ✓ ✓ L I` _ _ 1� AI 11 ✓'� lob APPLICANT J— OWNER ✓' % �,.dI BRIDGE -t- rill �f� f 1 t f� r ✓ - .✓ ✓ ✓o IIII �✓T. POTENTIALTM OFFICE - 2 4 1�%a f bEILDI ItiATH I PIAL uuRALER DRDP LOEu IIII rewLee oaoe LOT - III III IIILF ... `\ Il ,I-i ✓� I„ IIII _ it iill�I \. ENLARGED BUILDING 2 SITE PLAN II E -, Al-4P DRC 2020-00202 PROTECT DATA RGA BRIDGE POINT D �� ,L AATM"TREEf L T roEE - - - - Cl o WHO CUCANiONGA - --- - --SEW—S-7-R E FTA -- ---- ---- -- — — — - -- - ---- - - - - — — - .-- --- --- -- - -- -- ,Tl O ,R 4u1 L I Ll T7� AP PLICANT H ++ H��1� � + �f III T FT� 1�F�T1��TIT L���I -H4�I4-kI j O6lNER .o III O BUILDING L O•,-a t7 IIII SMILE TEL _ SINGLE TEIANT - �� WAREHausEeMLOIN j �T T aRFHnusFeimomr, FGGTPrNIN 3R,CIF -�-k+ H -H--kE�JTPRMT T,D,�CNUI �-�-I�- -��— ,�,.dl BRIDGE M1IEZZANINE 14230 SF MEZZANINE.13t10SF IE s a sE t I E { E rEa larz D11F h I ll� I`Ij � I. -W�NI 11 NQ"' �II � ICI-�-� IQIIII L H H li o _ ' I EEEEIHHEEEIEEH 0 rru 0 to e � o Vi ®r--- Ex A o l o III ALTERNATE RAIL-SERVE SITE PLAN Al-5P DRC 2020-00202 KIYNITIa RGA ............ ------------------------------ -- ----------------------- POINT CPOTEIa AL Aj BRIDG -E RANCHO CUCAMONGA "T CJJ�2 0, -j4—TREET WHO CUCANiONGA CALIFORM --:F-�-1-1-1-1-1777 -T -T -TTTTTTT- -FT- T- F- F-F-1777-1 ----- ----- ---- -1 -T -T -t -T T T -T- T- T- t- T- r r r-r I C) —f —+—+—+ ttt t i— �D —D APPLICANT 4 4 4 4 4— ++ 1 4 4 4 4 OWNER-K 4 4 4 4 4- L -.10 BRIDGE li i T-L I I I -LLLL L,L L POTEMIL i ------------- u u u u w w u u u u u u u u u LP w u u u u u u u u FLOnR PLAN-BUILDING 1 lA2-lP DRC 2020-00202 NOTE. TOTAL OFFICE AREA RGA NOT TO EXCEED 25.000 SF PaErML ¢O - POFEAL HGE ;1kFA II'I ME-HIIJE � - - - - b b �I �I �I —I NAREHOUSE NAREHOUSE AREA AREA E POINT - - - -�- - - - - - - - - - - - - - - - BRIOC RANCHO CUCAMOUCAPAOIVGA 4TH CTREET tarot iwnCHO C:UCANIONHA ^AuraRM ENLARGED NORTHEAST FLOOR PLAN-BUILDING 1 0 ENLARGED SOUTHEAST FLOOR PLAN-BUILDING 1 A APPLICANT a . WAREHOUSE OWNER AREA .10 BRIDGE -SHr1210SU reoNi FIFV411DII T I T POTNTAL OWE - aRu TRA H-SUR Pu.Nanv ENLARGED SOUTHWEST FLOOR PLAN-BUILDING 1 B l A2-2 P DRC 2020-00202 RGA PARTIAL ENLARGED ROOF PLAN eRIPr,E POINT -� RANCHO CUCAMONGA iz a4THCTREET iT GI 0 CHO CUCANIONRA i auFaamw 77777TTTTTTTTTTTTTTTTTTr � 1 f , °TTTTTTTT TTTTTTT°�� �T 1 1 1 1I, 1I, 4 I,rIr 1I. 4 I.r APPLICANT'. T T T It �I �I II �I LINER I I TTTT � � � � � ����� ��I I I '' .dl BRIDGE T TTTT 4- 4- 4- 4- � � � � � ��I I I I OD fi POPF PLAN-BUI LOI NG 1 •� l A2-3 P DRC 2020-00202 KD NQTL O ............L'. RGA 'I 1 11 IT 711 Tl 1511,A- HI TYPICAL EQUIPrnEHTSCREEH LINE QLWHT.............. SIMILARPITE LIGHTUGST TYPICAL TUBE STEEL FENCE ELEVATION ---------------------------------- -------------------------------------------------------------------------------------------------------------0 sE:ew" 11 LE T s-Llllll I eNiiew I 11E T SE OVERALL SOUTH ELEVATION BRIDGE POINT RANCHO CUCAMONGA 4THOTREET tarot CHO CUCANiONCA 111PN— APPLICANT 111 11,HE1`4't OWNER I HT1�H............ OFFICE CDRNER-PARTIAL SOUTH ELEVATION-WEST END OFFICE CORNER-PARTIAL SOUTH ELEVATION-PEET END I BRIDGE PARTIAL SOUTH ELEVATION-CENTER 1 A3-1 P DRC 2020-00202 RGA ------------------------------------------ OVERALL NORTH ELEVATIONim Nor- 1 PARTIAL ENLARGED NORTH ELEVATION BRIDGE POINT RANCHO CUCAMONGA ----------------------------------------------------------------------- iz-,a am wear cur OF Iw CHO C,UCANINNRA ee ee: ee:ee - -....— .ee .,: cauraRiaw ••--------------------------SEEiLM.FBE------------------------- ................................'.'MYOYT{3 Ti OVERALL WEST ELEVATION(EAST ELEVATION IS SIMILAR/REVERSED) APPLICANT'. OWNER — .dl BRIDGE PARTIAL ENLARGED WEST ELEVATION-NORTH END L fee-m�� L - S a%�� 4 PARTIAL ENLARGED WEST ELEVATION-SOUTH EIJD 1A3-2P DRC 2020-00202 R GA 11 1�1� N I BRIDGE POINT RANCHO CUCAMONGA iz-+a am CTRCEf CI i v OF 1w CHO C.UCANiONRA ^AUFORW BUILDING 1-BUILDING CORNER VIEW FROM SOUTHEAST CORNER AT MAIN ENTRANCE APPLICANT'. rr�i OWNER: dI BRIDGE Hill " ����F�i 1111111111 1A3-3P DRC 2019-00880 RGA ............ -------------------------------- ------------------- --------------------- ----------- FF� PCTFM A TE 'ARE, 11E�I LE�- - � II - i ---------------------------- ------ --------------------------------------------- + r— t BRIDGE POINT RANCHO CUCAMONGA L —1 L—i L I —I— L L _L Cjj��­TREET — HOCUCANiONGA auFaRmw APPLICANT OWNER Ad BRIDGE ----------------------------------------- T Tj P E � --- F I El A E ----- ----- _7 LJ---------- FLOOR PLAIT-BUILDING 2 2A2-1 P DRC 2020-0020 NOTE. TOTAL OFFICE AREA RGA NOT TO EXCEED 16.000 SF POT CIAL oTrF : O orp�E IlEn q uus rdEunumE. _ —O WAREHOUSE .AREHOUSE BRIDGE POINT AREA AREA R?.NRC C HCARUTGA X X HOCUCAT li GI'0 Cna CUCaniOrvGA ^ADFaRNN ENLARGED NORTHN/EST FLOOR PLAN-BUILDIPIG2 4 C ENLARGED NORTHEAST FLOOR FITZ-BUILDING 2 A APPLICANT'. IIJ4REHOUSE OWNER AREA .dl BRIDGE I WH FiIIM M11 F RCN i Fo-v.aooH POTM-L OFHCE AREA LILL TakeEH-SUR Pu.uanv ENLARGED SOUTHEAST FLOOR PLAN-BUILDING 2 B m 2A2-2P DRC 2018-00880 ---- II II II II II II II II II II II II r--- , i RGA n eRlorePOINT - RANCHO CUCAMONGA mx TRaT ci o cHOCUCANiONGA ALI-W -�-4 4. - APPLICANT OWNER .dl BRIDGE --- I RDOF PLAIT-BUILDING 2 „- 2A2-3P DRC 2020-00202 KD NQTIG O ............L'. RGA ------------ K� A -m r TYPICAL EQUIPMENT SCREEN LINE OFILLEF.............. 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OWNER dI BRIDGE - 0- OFFICE CORNER-PARTIAL NORTH ELEVATION-'NEST END OVERALL WEST ELEVATION 2A3-2P DRC 2020-00202 RGA BUILDING 2-STREET VI FROM NORTHEAST CORNER AT 6TH STRE 15211 1-lit, III �1 BRIDGE POINT RANCHO CUCAMONGA i2,+a 4THSFRE2F tarot iw CHO C.UCANINNRA CAUFORW BUILDING 2-BUILDING CORNER VIEW ErWFROM NORTHEAST CORNER AT MAIN ENTRANCE APPLICANT'. OWNER: _.dl BRIDGE ® IIIIII, IIIIII. Y ,® 6a 2A3-3P DRC 2020-00202 RGA............... E] .......... K2M ENONESINING CAR LOT POLE TRUCK LOT POLE BASE DETAIL 0 BRIDGE POINT RANCHO CUCAMONGA 12434 4TH CNY­NCH0=3NGA, CA 1-NIA E E T A TH H }Q APPLICANT OWNER JUT IIIING 1 od BRIDGE 71 --------------- --------------------------------------------------------- --------------------------------------------- -------- 8ITF LIGHTING OVERALL PLAN NOT FOR CONSTRUCTION SLI RGA BRIDGE POINT RANCHO CUCAMONGA iza3aa 0STREET crtraF Rarvcna acnmarvcq dd.., �,a r. �,,.,.�.� ..;+ a'++''��''�'��n.:i r—.a.*••.r'r�.:�.a,,�,....�.r � WUFOANIA .......,...p...... 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OWNER: nl BRIDGE OBUILDING 1 SOUTH EAST PHOTOMETRIC s�uTH Ell—TIIETIc NOT FOR CONSTRUCTION SL3 RGA BRIDGE POINT •-•- RANCHO CUCAMONGA 124344TH SfPEET CNY NCH0ac 3NGA, uurow+ln APPLICANT: OINNER: nl BRIDGE OBUILDING 1 NORTH WEST PHOTOMETRIC rvarerx v.En axaTa.ETre� NOT FOR CONSTRUCTION SL4 RGA BRIDGE POINT RANCHO CUCAMONGA 12434ITH-EET crtraE-1 R acnmarvcq uurow+ln r, APPLICANT: OWNER: nl BRIDGE T-i BUILDING 1 SOUTH'NEST PHOTOMETRIC NOT FOR CONSTRUCTION SL5 RGA BRIDGE POINT RANCHO CUCAMONGA iz4 4 STREET crtraF Rarvcn0 CU n—Nca, WUF"IA -rr APPLICANT: OWNER: nl BRIDGE OBUILDING 2 EAST PHOTOMETRIC rvora r� NOT FOR CONSTRUCTION SL6 RGA BRIDGE POINT RANCHO CUCAMONGA 12434ITH-EET CRY CF—CRO acnmarvcq CAUF_IM APPLICANT: OWNER nl BRIDGE C ,Ya9r O�BUILDING 2 WEST PHOTOMETRIC _ _ axOTa.,rrac NOT FOR CONSTRUCTION SP _ SOLID LIGHTING srnTe AREA eeTc VALULUME SERIES-PLED' VALULUME SERIES-PLED w57 LeoOisPo^ - RGA VALULUME SERIESPI-111 1-`L-._ �-::ray^ a�'..^ m e •^ .:m.,ts mr. rtre �� w®. .� � �' - �"_"-"�^°,` 4 � � • ��...NEM Pm Leo �.,-.. •u• ^_ w..+.r...w.m If2M ENCINEHdN6 m'AmP.,.M .°p"�"'^°';R:�pw°"� �I®�_ � _ w..� _..._�•._�-......w_.�...�-._.� � meiu�au``�.�..,�.�. �. 4...,.. gm Va BRIDGE POINT © -_ I�.'. 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CRY or Rj!C CVCAMONOA 3.36 c RRq4&jMAP Bio*Clean �__ BF DOEFON�RANCIpCUCM10N0� e �r6mrr+tw�wro .'°°,.x,im,. «rs 7izn wcanory mown aanu rxx uws moo ...,Q a,,.swa o� ma"nniz az�c ii LIOLI nroresc 9irseei.l � --9 ROOF DRAIN FILTER INSERT _ a�.r��a�aF�a nRn J 18 20 LII W 0 UN12 0 I u _j z JIMMIM J w I (L Ohl 0 I Lfl � ai IL z 0 cgs CWC ql� rNIN 41 ill t "t Mi oll", Wf p I i CE ca 2i I� - - RETAINING�-a WALL PROFILE—A I �I s,ai�ews .aa FQI S �I dwe��a ALL PRORLE—B I RETAININO WALL PROFILE—C WrALL RETE—D RETAINING WALL PROFILE—E RETAININGWALL PROFILE—"O11b'N N0'^'"`�'-" RETAININO WALL PRORLE—G CIIY OF RANCHO CUCAMONOA BETA 41NO WALL PROFILES BHOOE PONi Rn1r.110 GICnEw � tsaaa ana t?rrAEE r � xort:acruxwc wucs xttxiry zoo�cct a tNc ex:.a.w...a..o..�.w.ra Yw "'�"°^ "'�"'�'" FO—I xicnr o�war nrvo x --c r ,gym�e. .mu,wn,xrw em DerrExey,/x rar.w.rsrzr ry+n.wismvD Aua syr� 20. 20 EXHIBIT "D" Draft Power Purchase Agreement INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT between CITY OF RANCHO CUCAMONGA and D-1 1123 1-0001\2567614v 1 O.doc INDUSTRIAL ZONING DISTRICT RENEWABLE POWER PURCHASE AGREEMENT TABLE OF CONTENT 1. DOCUMENTS INCLUDED.........................................................................................3 2. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE ....................3 3. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT..........................................................6 4. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS......................................................................................................10 5. REPRESENTATION AND WARRANTIES; COVENANTS.................................11 6. GENERAL CONDITIONS.........................................................................................13 7. INDEMNITY...............................................................................................................17 8. LIMITATION OF DAMAGES..................................................................................17 9. INSURANCE...............................................................................................................18 10. NOTICES.....................................................................................................................21 11. FORCE MAJEURE....................................................................................................21 12. EVENTS OF DEFAULT AND TERMINATION....................................................22 13. GOVERNMENTAL CHARGES...............................................................................25 14. RELEASE OF INFORMATION AND RECORDING CONVERSATION..........25 15. ASSIGNMENT............................................................................................................26 16. GOVERNING LAW....................................................................................................26 17. DISPUTE RESOLUTION..........................................................................................26 18. MISCELLANEOUS....................................................................................................27 APPENDIX A-DEFINITIONS..............................................................................................................30 APPENDIX B-COMMERCIAL OPERATION DATE CONFIRMATION LETTER...................40 APPENDIX C-FORECASTING REQUIREMENTS.........................................................................41 APPENDIX D-DESCRIPTION OF THE FACILITY........................................................................42 APPENDIX E-INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS.....................................................................................43 APPENDIX F-NOTICES LIST............................................................................................................45 APPENDIX G-FORM OF LETTER OF CREDIT.............................................................................47 APPENDIX H-FORM OF CONSENT TO ASSIGNMENT..............................................................50 D-2 The City of Rancho Cucamonga, a municipal corporation organized and existing under the laws of the State of California("Buyer" or"RCMU"), and ("Seller"), a ,hereby enter into this Power Purchase Agreement("Agreement")made and effective as of the Execution Date. Seller and Buyer are sometimes referred to in this Agreement jointly as "Parties" or individually as "Party." In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows: ARTICLE ONE. DOCUMENTS INCLUDED This Agreement includes the following appendices,which are specifically incorporated herein and made a part of this Agreement: Appendix A Definitions Appendix B Commercial Operation Date Confirmation Letter Appendix C Forecasting Requirements Appendix D Description of the Facility Appendix E Seller's Milestone Schedule Appendix F Notices List Appendix G Form of Letter of Credit Appendix H Form of Consent to Assignment This Agreement specifically incorporates herein by reference as if appended hereto the following documents (collectively referred to herein as the "Referenced Documents"): Industrial Zoning District Renewable PPA Application, submitted by Seller, dated Industrial Zoning District Renewable PPA Generation Forecast, dated Project Phasing Plan, approved by the City of Rancho Cucamonga on To the extent any provisions of the Referenced Documents conflict with any other provisions of the Agreement, the other provisions of the Agreement shall control. ARTICLE TWO. SELLER'S FACILITY AND COMMERCIAL OPERATION DATE This Agreement governs Buyer's purchase of the Product from the electrical generating facility (hereinafter referred to as the"Facility" or"Project") as described in this Section. 1.1. Facility Location. The Facility is physically located at: D-3 11231-0001\2567614v10.doc 1.2. Facility Name. The Facility is named 1.2.1. The Facility's renewable resource is 1.3. Interconnection Point. The Facility is connected to the Rancho Cucamonga Municipal Utility(RCMU's) electric system at distribution circuit at a service voltage of 12 W. 1.4. Delivery Point. The Delivery Point for Energy is the Interconnection Point. 1.5. Facility Description. A description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with the Transmission/Distribution Owner's electric distribution system, is attached and incorporated herein as Appendix D. 1.6. Commercial Operation. 1.6.1. The Facility's expected Commercial Operation Date is 1.6.2. Seller shall achieve Commercial Operation no later than the expected Commercial Operation Date specified in Section 2.6.1, which date shall be no later than (� months from the Execution Date of this Agreement. The expected Commercial Operation Date specified in Section 2.6.1 may be extended for only the following reasons: 1.6.2.1. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents,payment of all applicable fees, and completion of all electric system upgrades needed, if any)to have the Project physically interconnected to the Transmission/Distribution Owner's distribution system, but fails to secure any necessary commitments from the Transmission/Distribution Owner for such interconnection and upgrades due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in Section 2.6.1 shall be extended for the number of days necessary to physically interconnect the Facility;provided, however, that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than six(6) months; or 1.6.2.2. If Seller has taken all commercially reasonable actions (including but not limited to Seller's timely filing of all required applications and documents and payment of all applicable fees, if any)to obtain permits necessary to construct and operate the facility but fails to secure any such permits due to delays beyond Seller's reasonable control, then the expected Commercial Operation Date specified in D-4- 11231-0001\2567614vIMoe Section 2.6.1 shall be extended for the number of days necessary to secure such permits; provided, however,that such delay may not extend the expected Commercial Operation Date specified in Section 2.6.1 for a period of more than six (6) months; or 1.6.2.3. In the event of Force Majeure,the expected Commercial Operation Date specified in Section 2.6.1 shall be extended on a day-to-day basis for a cumulative period of not more than six (6) months; provided that Seller complies with Section 10. 1.6.2.4. Extensions under Section 2.6.2.1, 2.6.2.2, and 2.6.2.3, to the extent they may occur concurrently, shall run concurrently. 1.6.3. Seller shall provide Notice to Buyer of the Commercial Operation Date of the Facility at least thirty (30) days prior to such date. 1.6.4. Notwithstanding anything in this Agreement, if Seller is unable to achieve Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1, which may be extended pursuant to Section 2.6.2, then Seller shall either(i)terminate the Agreement, in which case Buyer may retain the full Reservation Deposit, or (ii)pay to Buyer daily delay damages in the amount of twenty cents ($0.20) for each kilowatt of Contract Capacity for each day beyond the expected Commercial Operation Date specified in Section 2.6.1, as may be extended pursuant to Section 2.6.2, that Seller requires to achieve Commercial Operation. 1.6.5. Commercial Operation shall occur only when all of the following conditions have been satisfied: 1.6.5.1. the Facility's status as an Eligible Renewable Energy Resource is demonstrated by Seller's receipt of pre-certification from the CEC; 1.6.5.2. the Parties have executed and exchanged the "Commercial Operation Date Confirmation Letter"attached as Appendix B; 1.6.5.3. Seller is in compliance with all applicable requirements of the RCMU Electric Service Rule 22—Generating Facility Interconnections; 1.6.5.4. Seller has furnished to Buyer all insurance documents required under Section 9; 1.6.5.5. Seller has provided thirty(30) days' Notice prior to the Commercial Operation Date as required under Section 2.6.3; 1.6.5.6. Seller has obtained all permits necessary to operate the Facility and is in compliance with all Laws applicable to the operation of the Facility; D-5- 1123 1-0001\2567614v I Moe 1.6.5.7. Seller has successfully installed and tested the Facility at its full Contract Capacity, and the Facility is capable of reliably generating at its full Contract Capacity; and 1.6.5.8. Seller has satisfied the Collateral Requirement set forth in Section 3.9. 1.6.5.9. The City of Rancho Cucamonga has approved the Phasing Plan submitted by Seller for the Facility. ARTICLE THREE. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING; COLLATERAL REQUIREMENT 1.7. Contract Capacity. Pursuant to the Phasing Plan approved by the City of Rancho Cucamonga,the Contract Capacity is as follows: Phase 1: kW, alternating current(AC). Phase 2: kW, alternating current(AC). Phase 3: kW, alternating current(AC). 1.8. Contract Quantity. 1.8.1. The"Contract Quantity" during each Contract Year is the amount set forth in the applicable Contract Year in the"Delivery Term Contract Quantity Schedule,"set forth in Appendix F , which amount is net of Station Use. Seller shall have the option to update the Delivery Term Contract Quantity Schedule one (1) time prior to Commercial Operation Date by an amount not to exceed a five percent(5%) increase or decrease from the Contract Quantity specified as of the Execution Date. 1.8.2. At least ninety (90) days prior to the occurrence of a Phasing Plan Transition Event, Seller shall provide Notice to Buyer that includes the following information (i)the new Contract Capacity consistent with Section 3.1; (ii) the date upon which the changed Contract Capacity will be available to Buyer; and (iii) documentation reasonably satisfactory to Buyer demonstrating that the requirements of the Phasing Plan have been met. 1.8.3. Within thirty (30) days of receiving Notice from Seller pursuant to Section 3.2.2., the City Manager shall cause the Contract Quantity values specified in Appendix F to be modified for the applicable Contract Years consistent with the Phasing Plan, and such modification shall be considered an element of the administration of this Agreement and shall not require the consent of the Parties hereto. Upon such modification, the City Manager shall promptly provide a copy of such revised Appendix F to Seller. D-6- 11231-0001\2567614v10.doc 19. Transaction. During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or associated with the Facility that is delivered to the Delivery Point. In no event shall Seller have the right to procure the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. 1.10. Term of Agreement; Survival of Rights and Obligations. 1.10.1. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Tenn unless terminated sooner pursuant to Sections 10.4 or 11 of this Agreement (the "Term" 1.10.2. Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller's or Buyer's covenants, agreements,representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. 1.11. Delivery Term. Seller shall deliver the Product from the Facility to Buyer for a period of twenty-five (25) Contract Years for all generation technologies. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. 1.12. Contract Price. 1.12.1.Throughout the Delivery Term, and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be $_per MWh of Delivered Energy. 1.12.2. In any Contract Year, if the amount of Delivered Energy exceeds one hundred fifteen percent (115%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred fifteen percent (115%) shall be adjusted to be seventy-five percent(75%) of the applicable Contract Price. 1.12.3. Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of: (a)Notice from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner or any other jurisdictional entity to curtail Energy deliveries; or(b)Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; or(c)Notice of a Curtailment Order issued by Buyer. Buyer shall have no obligation to pay Seller for any Product D-7- 11231-0001\2567614vI Moe delivered in violation of this Section 3.6.3. Seller shall assume all liability and reimburse Buyer for any and all costs and charges incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3. Buyer shall have no obligation to pay Seller for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to subsection (a) or(b) of the first sentence of this Section 3.6.3. 1.12.4. Buyer shall have the right, but not the obligation,to issue to Seller a Curtailment Order. Buyer shall pay Seiler the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order("Paid Curtailed Product") as calculated pursuant to Section 3.6.5. 1.12.5. No later than fifteen (15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product the Facility would have been able to deliver under Sections 3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability,weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order. Upon Buyer's request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller's calculation. 1.13. Billing. 1.13.1. The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point, regardless of circumstance. Buyer will not be obligated to pay Seller for any Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. 1.13.2. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or Check Meter, as applicable,will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. 1.13.3. On or before the last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and issue an invoice showing the calculation of the payment. Seller shall also D-8- 11231-0001\29567614v l0.doc provide to Buyer: (a) records of metered data sufficient to document and verify the generation of Delivered Energy by the Facility during the preceding month; (b) access to any records; and (c) an invoice, in the format specified by Buyer. 1.13.4. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due,with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to payments are required as a result of inaccurate meter(s), Buyer in its reasonable discretion shall determine the correct amount of Delivered Energy received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Delivered Energy delivered during the period of inaccuracy. The Parties agree to use good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution. 1.13.5. All interest paid or payable under this Agreement shall be computed as simple interest using the Interest Rate and, unless specified otherwise in this Agreement, shall be paid concurrently with the payment or refund of the underlying amount on which such interest is payable. 1.14. Title and Risk of Loss. Title to and risk of loss related to the Energy from the Facility shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Product from the Facility free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any person. 1.15. Collateral Requirement. On or before the Commercial Operation Date, Seller shall post and thereafter maintain a collateral requirement equal to sixty dollars ($60.00) for each kilowatt of Contract Capacity(the"Collateral Requirement"). The Collateral Requirement will be held by Buyer and must be in the form of either cash deposit or Letter of Credit. The Collateral Requirement shall be posted to Buyer and maintained at all times during the Delivery Term. Buyer shall be entitled to draw upon the Collateral Requirement for any damages arising upon Buyer's declaration of an Early Termination Date as set forth in Section 12.3. In the event that Buyer draws on the Collateral Requirement, Seller shall promptly replenish such Collateral Requirement to the amount specified in this Section 3.9. Buyer shall return the unused portion of the Collateral Requirement to Seller promptly at the end of the Delivery Term, once all payment obligations of the Seller under this Agreement have been satisfied. Buyer shall pay simple interest on cash held to D-9- 11251-0001\2567614v10.doc satisfy the Collateral Requirements at the rate and in the manner set forth in Section 3.7.5. ARTICLE FOUR. GREEN ATTRIBUTES; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS 1.16. Green Attributes. Seller hereby provides and conveys all green attributes associated with all electricity generation from the project to buyer as part of the product being delivered. seller represents and warrants that seller holds the rights to all green attributes from the project, and seller agrees to convey and hereby conveys all such green attributes to buyer as included in the delivery of the product from the project. 1.17. Conveyance of Product. Throughout the Delivery Term, Seller shall provide and convey the Product to Buyer in accordance with the terms of this Agreement, and Buyer shall have the exclusive right to the Product. Seller shall, at its own cost,take all actions and execute all documents or instruments that are reasonable and necessary to effectuate the use of the Green Attributes, Resource Adequacy Benefits, if any, and Capacity Attributes, if any, for Buyer's benefit throughout the Delivery Term. 1.18. WREGIS. Seiler shall cause and allow Buyer, or Buyer's agent,to be the "Qualified Reporting Entity"and"Account Holder"(as such terms are defined by WREGIS) for the Facility within thirty (30) days after the Commercial Operation Date. In the event that Buyer is not the Qualified Reporting Entity, Seller shall, at its sole expense, take all actions necessary and provide any documentation requested by Buyer in support of WREGIS account administration and compliance with the California Renewables Portfolio Standard. Seller, at its sole expense, shall take all necessary steps and submit/file all necessary documentation to ensure that the Facility remains an Eligible Renewable Energy Resource throughout the Delivery Term as outlined in Section 4.5 and that all WREGIS Certificates associated with the Product accrue to Buyer and will satisfy the requirements of the California Renewables Portfolio Standard. 1.19. Resource Adequacy Benefits. 1.19.1. During the Delivery Term, Seller grants,pledges, assigns and otherwise commits to Buyer all of the Contract Capacity, including Capacity Attributes, if any, from the Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CAISO or other regional entity may prescribe("Resource Adequacy Requirements"). 1.19.2. Seller shall cooperate in good faith with and comply with reasonable requests of Buyer to enable Buyer to maximize anyResource Adequacy Benefits attributable to the Facility or any credits that reduce the Resource Adequacy Requirements of the Buyer. D-10- 1 123 1-0001\2567614v 1 O.doc 1.20. Eligible Renewable Energy Resource. Seller shall take all actions necessary to achieve and maintain status as an Eligible Renewable Energy Resource ("ERR")throughout the Delivery Term. Within thirty (30) days after the Commercial Operation Date, Seller shall file an application or other appropriate request with the CEC for CEC Certification for the Facility. Seller shall expeditiously seek CEC Certification, including promptly responding to any requests for information from the requesting authority. ARTICLE FIVE. REPRESENTATION AND WARRANTIES; COVENANTS 1.21. Representations and Warranties. On the Execution Date, each Party represents and warrants to the other Party that: 1.21.1. it is duly organized,validly existing and in good standing under the Laws of the jurisdiction of its formation; 1.21.2. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Laws; 1.21.3. this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms; 1.21.4. it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; and 1.21.5. there is not pending or,to its knowledge,threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement. 1.22. General Covenants. Each Party covenants that throughout the Term of this Agreement: 1.22.1. it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 1.22.2. it shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and 1.22.3. it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law. D-11- 11231-0001\2567614v10.doc 1.23. Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants specified in Sections 5.1 and 5.2, Seller makes the following additional representations, warranties and covenants to Buyer, as of the Execution Date: 1.23.1. Seller has met all applicable legal and regulatory requirements to sell wholesale electricity in California; 1.23.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i)the Project qualifies and is certified by the CEC as an ERR as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and(ii)the Project's output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law; 1.23.3. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in the California Energy Commission's Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities adopted on December 22, 2020, and as may be modified by subsequent decision of the California Energy Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law; 1.23.4. Throughout the Delivery Term, Seller shall: (a) own and operate the Facility; (b) deliver the Product to Buyer free and clear of all liens, security interests, claims, and encumbrances or any interest therein or thereto by any individual or entity; and(c) hold the rights to all of the Product; 1.23.5. Seller is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Buyer in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement; 1.23.6. Throughout the Delivery Term: (a) Seller shall not convey, transfer, allocate, designate, award, report or otherwise provide any or all of the Product, or any portion thereof, or any benefits derived therefrom, to any D-12- 11231-0001\2567614v10.doc party other than Buyer; and (b) Seller shall not start-up or operate the Facility per instruction of or for the benefit of any third party, except as required by other Laws; 1.23.7. The construction of the Facility shall comply with all Laws, including applicable state and local laws, building standards, and interconnection requirements; 1.23.8. No other person or entity, including any other generating facility, has any rights in connection with Seller's Interconnection Agreement or Seller's Interconnection Facilities and no other persons or entities shall have any such rights during the Term; 1.23.9. During the Delivery Term, Seller shall not allow any other person or entity, including any other generating facility,to use Seller's Interconnection Facilities; and 1.23.10. All representations made by Seller in its Industrial Zoning District Renewable PPA Application are true and correct. 1.23.11. Pursuant to the requirements of Section 17.76.020 of Chapter 17.76 of (Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code, the Contract Capacity, during the applicable phase, is sufficient to meet the annualized customer load. ARTICLE SIX. GENERAL CONDITIONS 1.24. Interconnection Requirements. During the Delivery Term, Seller shall comply with all contractual, metering, and applicable interconnection requirements, including those set forth in the RCMU Electric Service Rule 22„ Transmission/Distribution Owner's applicable tariffs,the CAISO Tariff and implementing CAISO standards and requirements, and all Laws so as to be able to deliver Energy to the Delivery Point. Seller shall provide and maintain during the Delivery Term, at its cost, all data processing gateways or remote intelligence gateways, telemetering equipment and data acquisition services, and associated measuring and recording equipment necessary to meet all applicable WREGIS and RCMU requirements applicable to the Facility during the Delivery Term. 1.25. Metering Requirements. 1.25.1. All Energy from the Project must be delivered through a single revenue quality meter and that meter must be dedicated exclusively to the Project. All Delivered Energy purchased under this Agreement must be measured by the Project's revenue quality meter(s)to be eligible for payment under this Agreement. Seller shall bear all costs relating to all metering equipment installed to accommodate the Project. D-13- 11231-0001\2567614v10.doc 1.25.2. Buyer may, at its sole cost, furnish and install one Check Meter at the interconnection associated with the Facility at a location provided by Seller that is compliant with Buyer's electric service requirements. The Check Meter may be interconnected with Buyer's communication network, or the communication network of Buyer's Agent, to permit periodic, remote collection of revenue quality meter data. In the event that Buyer elects to install a Check Meter, Buyer may compare the Check Meter data to the Facility's revenue meter data. If the deviation between the Facility's revenue meter data and the Check Meter data for any comparison is greater than 0.3%, Buyer may provide Notice to Seller of such deviation and the Parties shall mutually arrange for a meter check or recertification of the Check Meter or the Facility's revenue meter, as applicable. Each Party shall bear its own costs for any meter check or recertification. Testing procedures and standards for the Check Meter shall be the same as for a comparable Buyer-owned meter. Parties shall have the right to have representatives present during all such tests. The Check Meter, if Buyer elects to install a Check Meter, is intended to be used for back-up purposes in the event of a failure or other malfunction of the Facility's revenue meter, and Check Meter data shall only be used to validate the Facility's revenue meter data and, in the event of a failure or other malfunction of the Facility's revenue meter, in place of the Facility's revenue meter until such time that the Facility's revenue meter is recertified. 1.26. Meter Data. Seller hereby agrees to provide all meter data to Buyer in a form acceptable to Buyer, including any inspection,testing and calibration data and reports. Seller shall grant Buyer and Buyer's agent the right to retrieve the meter readings from Seller or Seller's meter reading agent. 1.27. Standard of Care. Seller shall: (a) maintain and operate the Facility and Interconnection Facilities in conformance with RCMU Rule 22, all Laws, and Prudent Electrical Practices; (b) obtain any governmental authorizations and permits required for the construction and operation of the Facility and Interconnection Facilities; and (c) generate, schedule and perform transmission services in compliance with all applicable RCMU rulesand Prudent Electrical Practices. Seller shall reimburse Buyer for any and all losses, damages, claims,penalties, or liability Buyer incurs as a result of Seller's failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility throughout the Term of this Agreement. 1.28. Access Rights. 1.28.1. Operations Logs. Seller shall maintain a complete and accurate log of all material operations and maintenance information on a daily basis. Such log shall include, but not be limited to, information on power production, fuel consumption (if applicable), efficiency, availability, maintenance performed, outages,results of inspections, manufacturer recommended services, D-14- 11231-0001\2567614vI0.doc replacements, electrical characteristics of the generators, control settings or adjustments of equipment and protective devices. Seller shall provide this information electronically to Buyer within twenty(20) days of Buyer's request. 1.28.2. Access Rights. Buyer, its authorized agents, employees and inspectors may, on reasonable advance notice under the circumstances, visit the Project during normal business hours for purposes reasonably connected with this Agreement. Buyer, its authorized agents, employees and inspectors must (a) at all times adhere to all safety and security procedures as may be required by Seller; and (b) not interfere with the operation of the Project. Buyer shall make reasonable efforts to coordinate its emergency activities with the safety and security departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator's safety and security departments, if any exist. 1.29. Protection of Property. Seller shall be solely responsible for protecting its own facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the Transmission/Distribution Owner's facilities. Buyer shall not be liable for any such damages so caused. 1.30. Forecasting. Seller shall comply with the forecasting in Appendix C. 1.31. Greenhouse Gas Emissions. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions attributable to the generation of Energy, including, but not limited to, reporting, registering,tracking, allocating for or accounting for such emissions. Promptly following Buyer's written request, Seller agrees to take all commercially reasonable actions and execute or provide any and all documents, information, or instruments with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such requirements, if any. 1.32. Reporting and Record Retention. 1.32.1. Seller shall use commercially reasonable efforts to meet the Milestone Schedule set forth in Appendix E and avoid or minimize any delays in meeting such schedule. Seller shall provide Project development status reports in a format and a frequency, which shall not exceed one (1) report per month, specified by the Buyer. The report shall describe Seller's progress relative to the development, construction, and startup of the Facility, as well as a Notice of any anticipated change to the Commercial Operation Date and whether Seller is on schedule to meet the Commercial Operation Date. D-15- 11231-0001\2567614vIMoe 1.32.2. Seller shall within ten (10) Business Days of receipt thereof provide to Buyer copies of any Interconnection Agreement and all other material reports, studies and analyses furnished by any Transmission/Distribution Owner, and any correspondence with the Transmission/Distribution Owner related thereto, concerning the interconnection of the Facility to the Transmission/Distribution Owner's electric system or the transmission of Energy on the Transmission/Distribution Owners' electric system. 1.32.3. Seller shall provide to Buyer on the Commercial Operation Date, and within thirty (30) days after the completion of each Contract Year thereafter during the Delivery Term, a copy of any inspection and maintenance report regarding the Facility that was also provided to the Transmission/Distribution Owner during the previous Contract Year. 1.33. Tax Withholding Documentation. Upon Buyer's request, Seller shall promptly provide to Buyer Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalent), completed with Seller's information, and any other documentation necessary for Buyer to comply with its tax reporting or withholding obligations with respect to Seller. 1.34. Modifications to Facility. During the Delivery Term, Seller shall not repower or materially modify or alter the Facility without the written consent of Buyer. Material modifications or alterations include,but are not limited to, (a) movement of the Site, (b) changes that may increase or decrease the expected output of the Facility other than as allowed under Section 3.2, (c) changes that may affect the generation profile of the Facility, (d) changes that may affect the ability to accurately measure the output of Product from the Facility and (e) changes that conflict with elections, information, or requirements specified elsewhere in this Agreement. Material modifications or alterations do not include maintenance and repairs performed in accordance with Prudent Electrical Practices. Seller shall provide to Buyer Notice not less than ninety (90) days before any proposed repowering, modification, or alteration occurs describing the repowering, modification, or alteration to Buyer's reasonable satisfaction. 135. No Additional Incentives. Seller agrees that during the Term of this Agreement it shall not seek additional compensation or other benefits pursuant to the Self-Generation Incentive Program, as defined in CPUC Decision 01-03- 073, the California Solar Initiative, as defined in CPUC Decision 06-01-024, Buyer's net energy metering tariff, or other similar California ratepayer subsidized program relating to energy production with respect to the Facility. 1.36. Site Control. Seller shall have Site Control as of the earlier of: (a)the Commercial Operation Date; or(b) any date before the Commercial Operation Date to the extent necessary for the Seller to perform its obligations under this Agreement and, in each case, Seller shall maintain Site Control throughout the D-16- 1 123 1-0001\2567614v 10.doc Delivery Term. Seller shall promptly provide Buyer with Notice if there is any change in the status of Seller's Site Control. ARTICLE SEVEN. INDEMNITY 1.37. Seller shall indemnify, defend, and hold harmless Buyer and its directors, officers, officials, and employees against and from any and all loss, liability, damage, expense, and costs (including without limitation costs and fees of litigation and reasonable attorneys' fees) of every nature resulting from or arising out of Seller's performance of its obligations under this Agreement, or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of Buyer. 1.38. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition. Seller agrees to indemnify, defend, and hold harmless, Buyer for any costs incurred by Buyer if and to the extent that Seller's actions or inactions causes any or all of them to become required, whether statutorily or otherwise,to bear the cost of any decommissioning or demolition of the Facility or any environmental or other liability associated therewith, including, but not limited to, any investigations, actions, suits, claims, demands, losses, liabilities,penalties, and expenses (including reasonable attorneys' fees) associated with clean-up costs and defense costs. The indemnity requirements set forth in this Section shall survive the termination of this Agreement. ARTICLE EIGHT. LIMITATION OF DAMAGES EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED.NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 7 (INDEMNITY), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, D-17- 11231-0001\2567614vI0.doc WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. ARTICLE NINE. INSURANCE 1.39. Insurance Coverage. Seller shall, at its own expense, starting on the Execution Date and until the end of the Term, and for such additional periods as may be specified below,provide and maintain in effect the following insurance policies and minimum limits of coverage as specified below, and such additional coverage as may be required by Law, with insurance companies authorized to do business in the state in which the services are to be performed, with an A.M. Best's Insurance Rating of not less than A-:VII. 1.39.1. Commercial General Liability Insurance. Commercial general liability insurance, written on an occurrence, not claims-made basis, covering all operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage,personal and advertising injury,products/completed operations, contractual liability, premises-operations, owners and contractors protective, hazard, explosion, collapse and underground. Such insurance must bear a combined single limit per occurrence and annual aggregate of not less than five million dollars ($5,000,000.00), exclusive of defense costs, for all coverages. Such insurance must contain standard cross-liability and severability of interest provisions. The Seller shall name the Buyer, its officers, officials, employees, and volunteers as additional insureds on the completed operations policy. The completed operations policy shall be as broad as one of the following ISO forms CG 20 37, 2039, or CG 20 40. Completed operations coverage must be maintained for a period of not less than four(4) years after this Agreement terminates. If Seller elects, with Buyer's written concurrence,to use a"claims made"form of commercial general liability insurance, then the following additional requirements apply: (a)the retroactive date of the policy must be prior to the Execution Date; and (b) either the coverage must be maintained for a period of not less than four (4)years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four (4) years after this Agreement terminates. Governmental agencies which have an established record of self-insurance may provide the required coverage through self-insurance. 1.39.2. Workers' Compensation Insurance. Workers' compensation insurance with statutory limits, as required by the state having jurisdiction over Seller's employees, and employer's liability insurance with limits of not less than: (a) bodily injury by accident- one million dollars ($1,000,000.00) each accident; (b) bodily injury by disease -one million dollars ($1,000,000.00) policy limit; and(c) bodily injury by disease - one million dollars ($1,000,000.00) each employee. D-18- 11231-0001\2567614v10.doc 1.39.3. Commercial Automobile Liability Insurance. Commercial automobile liability insurance covering bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance must cover liability arising out of Seller's use of all owned, non-owned and hired automobiles in the performance of the Agreement. 1.39.4. Umbrella/excess liability Insurance. Umbrella/excess liability insurance, written on an occurrence, not claims-made basis, providing coverage excess of the underlying employer's liability, commercial general liability, and commercial automobile liability insurance, on terms at least as broad as the underlying coverage,with limits of not less than four million dollars ($4,000,000.00)per occurrence and in the annual aggregate. 1.39.5. Pollution Liability Insurance. If the scope of work involves areas of known pollutants or contaminants,pollution liability coverage will be required to cover bodily injury, property damage, including clean-up costs and defense costs resulting from sudden, and accidental conditions, including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water shall be maintained. The limit will not be less than one million dollars ($1,000,000.00)per occurrence or claim, and$2,000,000 policy aggregate for bodily injury and property damage. The policy will endorse RCMU as additional insured. If the contractor maintains broader coverage and/or higher limits than the minimums shown above for all policies,the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 1.40. Additional Insurance Provisions. 1.40.1. On or before the later of(a) sixty (60) days after the Execution Date and (b)the date immediately preceding commencement of construction of the Facility, and again within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required above, written on forms and with deductibles reasonably acceptable to Buyer. Notwithstanding the foregoing sentence, Seller shall in no event furnish Buyer certificates of insurance evidencing required coverage later than the Commercial Operation Date. All deductibles, co-insurance and self-insured retentions applicable to the insurance above must be paid by Seller. All certificates of insurance must note that the insurers issuing coverage must endeavor to provide Buyer with at least thirty (30) days' prior written notice in the event of cancellation of coverage. Buyer's receipt of certificates that do not comply with the requirements stated in this Section 9.2.1, or Seller's failure to provide such D-19- 11231-0001\2>67614v10.doc certificates, do not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9 and do not constitute a waiver of any of the requirements of Section 9. 1.40.2. Insurance coverage described above in Section 9.1 shall provide for thirty (30) days written Notice to Buyer prior to cancellation, termination, alteration, or material change of such insurance. 1.40.3. Evidence of coverage described above in Section 9.1 shall state that coverage provided is primary and is not excess to or contributing with any insurance or self-insurance maintained by Buyer. 1.40.4. Buyer shall have the right to inspect or obtain a copy of the original policy(ies) of insurance. 1.40.5. All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance must be issued, clearly labeled with this Agreement's identification number and submitted in accordance with Section 10 and Appendix F. 1.40.6. The insurance requirements set forth in Section 9.1 shall apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. To the extent permitted by Law, Seller and its insurers shall be required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The commercial general liability insurance required in Section 9.1.1 and the umbrella/excess liability insurance required in Section 9.1.4 must name Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller's construction, use or ownership of the Facility. The Worker's Compensation policy shall be endorsed with a waiver of subrogation in favor of the Buyer for all work performed by the Seller, its employees, agents and subcontractors. 1.40.7. Seller shall remain liable for all acts, omissions or default of any subcontractor or subsupplier and shall indemnify, defend and hold harmless Buyer for any and all loss or damages, as well as all costs, charges and expenses which Buyer may suffer, incur, or bear as a result of any acts, omissions or default by or on behalf of any subcontractor or subsupplier. 1.40.8. If Seller fails to comply with any of the provisions of this Section 9, Seller, among other things and without restricting Buyer's remedies under Law or otherwise, shall, at its own cost, act as an insurer and provide D-20- 11231-0001\2567614v10.doc insurance in accordance with the tenns and conditions of this Section 9. With respect to the required commercial general liability insurance set forth in Section 9.1.1, umbrella/excess liability insurance set forth in Section 9.1.4, commercial automobile liability insurance set forth in Section 9.1.3, and pollution liability insurance set forth in Section 9.1.5 Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer with an A.M. Best's Insurance Rating of A-:VII would have, had the insurance been maintained in accordance with the terms and conditions set forth in this Section 9 and given the required additional insured wording in the commercial general liability insurance and umbrella/excess liability insurance, and standard"Who is an Insured" provision in commercial automobile liability form. ARTICLE TEN. NOTICES Notices (other than forecasts and scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service, facsimile, or electronic messaging (e-mail). A notice sent by facsimile transmission or e-mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific prevailing time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received on the next Business Day after such Notice is sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. All Notices,requests, invoices, statements or payments for this Facility must reference this Agreements identification number. Notices shall be provided as indicated in Appendix F. ARTICLE ELEVEN. FORCE MAJEURE 1.41. No Default for Force Majeure. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement when and to the extent failure of performance is caused by Force Majeure. 1.42. Requirements Applicable to Claiming Party. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party(the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure: 1.42.1. The Claiming Party, on or before the fourteenth (14t") day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and D-21- 11231-0001\2567614v10.doc 1.42.2. The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement. 1.43. Limitations. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition,the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement,the Claiming Party shall give the other Party prompt Notice to that effect. 1.44. Termination. Either Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which (a) extends for more than 365 consecutive days, (b) extends for more than a total of 365 days in any consecutive 540-day period, or (c) is consistent with Section 2.6.2.3. ARTICLE TWELVE. EVENTS OF DEFAULT AND TERMINATION 1.45. Termination. Unless terminated earlier pursuant to Section 11.4 or this Section 12, this Agreement automatically terminates immediately following the last day of the Delivery Term. 1.46. Events of Default. An"Event of Default"means, with respect to a Party,the occurrence of any of the following: 1.46.1. With respect to either Party: 1.46.1.1. A Party becomes Bankrupt; 1.46.1.2. Except for an obligation to make payment when due, if there is a failure of a Parry to perform any material covenant or obligation set forth in this Agreement(except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party; 1.46.1.3. A Party fails to make any payment due and owing under this Agreement, if such failure is not cured within ten (10) Business Days after Notice from the non-breaching Party to the breaching Party; or 1.46.1.4. Any representation or warranty made by a Party (a) is false or misleading in any material respect when made or(b) becomes false or misleading in any material respect during the Term. 1.46.2. With respect to Seller: D-22- 1 123 1-0001\2567614v I O.doc 1.46.2.1. Seller fails to take all corrective actions specified in any Buyer Notice, within the time frame set forth in such Notice,that the Facility is out of compliance with any term of this Agreement; provided that if such corrective action falls under a specific termination right under Section 12.2.2,then the time frame, if any, set forth for such right shall apply; 1.46.2.2. The Facility has not achieved Commercial Operation by the expected Commercial Operation Date specified in Section 2.6.1 and Seller has not elected to pay daily delay damages pursuant to Section 2.6.4; 1.46.2.3. Subject to Section 11, Seller delivers less than eighty percent(80%) of the applicable Contract Quantity from the Facility to Buyer for a period of two (2) consecutive Contract Years; 1.46.2.4. Seller fails to maintain its status as an ERR as set forth in Section 4.5 of the Agreement; 1.46.2.5. Seller abandons the Facility; 1.46.2.6. Seller installs generating equipment at the Facility that exceeds the Contract Capacity and such excess generating capacity is not removed within five (5) Business Days after Notice from Buyer; 1.46.2.7. Seller delivers or attempts to deliver to the Delivery Point for sale under this Agreement product that was not generated by the Facility; 1.46.2.8. Seller fails to install any of the equipment or devices necessary for the Facility to satisfy the Contract Capacity set forth in Section 3.1; 1.46.2.9. An unauthorized assignment of the Agreement, as set forth in Section 15; 1.46.2.10. Seller fails to reimburse Buyer any amounts due under this Agreement; 1.46.2.11. Seller breaches the requirements in Section 6.12 regarding incentives; or 1.46.2.12. Seller fails to maintain the Collateral Requirement set forth in Section 3.9. 1.46.2.13. The annualized customer load associated with the Facility pursuant to Section 17.76.020 of Chapter 17.76 of(Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho D-23- 11231-0001\2567614v10.doc Cucamonga Municipal Code is less than fifty percent(50%) of the Contract Quantity, as measured over a Contract Year. 1.47. Declaration of an Event of Default. If an Event of Default has occurred, the non-defaulting Party shall have the right to: (a) send Notice, designating a day, no earlier than five (5) days after such Notice and no later than twenty (20) days after such Notice, as an early termination date of this Agreement("Early Termination Date"); (b) accelerate all amounts owing between the Parties; (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date; (d) collect any Settlement Amount under Section 12.5; and (e) if the defaulting party is the Seller and Buyer terminates the Agreement prior to the start of the Commercial Operation Date, Buyer shall have the right to retain the entire Reservation Deposit. 1.48. Suspension of Performance. If an Event of Default shall have occurred, the non-defaulting Party has the right to immediately suspend performance under this Agreement and pursue all remedies available at Law or in equity against the defaulting Party (including monetary damages), except to the extent that such remedies are limited by the tenns of this Agreement. 1.49. Calculation of Settlement Amount. 1.49.1. If either Parry exercises a termination right under Section 12.3 after the Commercial Operation Date,the non-defaulting Party shall calculate a settlement amount("Settlement Amount") equal to the amount of the non- defaulting Party's aggregate Losses and Costs less any Gains, determined as of the Early Termination Date. Prior to the Commercial Operation Date,the Settlement Amount shall be Zero dollars ($0). 1.49.2. If the non-defaulting Parry's aggregate Gains exceed its aggregate Losses and Costs, if any, determined as of the Early Termination Date,the Settlement Amount shall be Zero dollars ($0). 1.49.3. The Buyer shall not have to enter into replacement transactions to establish a Settlement Amount. 1.49.4. Buyer shall have the right to draw upon the Collateral Requirement to collect any Settlement Amount owed to Buyer. 1.50. Rights and Remedies Are Cumulative. The rights and remedies of the Parties pursuant to this Section 12 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement. 1.51. Duty to Mitigate. Buyer and Seller shall each have a duty to mitigate damages pursuant to this Agreement, and each shall use reasonable efforts to minimize D-24- 11231-0001\2567614v10.doe any damages it may incur as a result of the other Party's non-performance of this Agreement, including with respect to termination of this Agreement. ARTICLE THIRTEEN. GOVERNMENTAL CHARGES 1.52. Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority("Governmental Charges") on or with respect to the Product or the Transaction arising at the Delivery Point, including, but not limited to, ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or the Transaction from the Delivery Point. In the event Seller is required by Law or regulation to remit or pay Governmental Charges which are Buyer's responsibility hereunder, Buyer shall reimburse Seller for such Governmental Charges within thirty (30) days of Notice by Seller. If Buyer is required by Law or regulation to remit or pay Governmental Charges which are Seller's responsibility hereunder, Buyer may deduct such amounts from payments to Seller with respect to payments under the Agreement; if Buyer elects not to deduct such amounts from Seller's payments, Seller shall reimburse Buyer for such amounts within thirty (30) days of Notice from Buyer. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the Law. A Party that is exempt at any time and for any reason from one or more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the event a Party's exemption is lost or reduced, each Party's responsibility with respect to such Governmental Charge shall be in accordance with the first four sentences of this Section. ARTICLE FOURTEEN. RELEASE OF INFORMATION AND RECORDING CONVERSATION 1.53. Release of Information. Seller authorizes Buyer to release to the FERC, CEC, CAISO, CPUC, other Governmental Authority, and/or media outlet information regarding the Facility, including the Seller's name and location, and the size, location and operational characteristics of the Facility,the Term, the ERR type, photographs of the project, the Commercial Operation Date, greenhouse gas emissions data, and the net power rating of the Facility, as requested from time to time pursuant to the CEC's, CPUC's or applicable Governmental Authority's rules and regulations. 1.54. Public Announcements. Seller shall make no public announcement regarding any aspect of this Agreement or the role of Seller in regards to the development or operation of the Project without the prior written consent of Buyer,which consent shall not be unreasonably withheld. Any public announcement by Seller must comply with California Business and Professions Code § 17580.5 and with the Guides for the Use of Environmental D-25- 11231-0001\2567614v10.doc Marketing Claims, published by the Federal Trade Commission, as it may be updated from time to time. ARTICLE FIFTEEN. ASSIGNMENT 1.55. General Assignment. Except as provided in Sections 15.2 and 15.3, Seller may not assign this Agreement or its rights hereunder without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed so long as among other things (a)the assignee assumes the Seller's payment and performance obligations under this Agreement, (b)the assignee agrees in writing to be bound by the terms and conditions hereof, (c) Seller delivers evidence satisfactory to Buyer of the proposed assignee's technical and financial capability to meet or exceed Seller's obligations hereunder and (d) the Seller delivers such tax and enforceability assurance as Buyer may reasonably request. 1.56. Assignment to Financing Providers. Seller may assign this Agreement as collateral for any financing or refinancing of the Project (including any tax equity or lease financing) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. The Parties agree that, the consent provided to Buyer in accordance with this Section 15.2 shall be in a form substantially similar to the Form of Financing Consent attached hereto as Appendix H; provided that(a) Buyer shall not be required to consent to any additional terms or conditions beyond those contained in Appendix H, including extension of any cure periods or additional remedies for financing providers, and(b) Seller shall be responsible at Buyer's request for Buyer's reasonable costs and attorneys' fees associated with the review, negotiation, execution and delivery of documents in connection with such assignment. 1.57. Notice of Change in Control. Except in connection with public market transactions of the equity interests or capital stock of Seller or Seller's Affiliates, Seller shall provide Buyer notice of any direct change of control of Seller(whether voluntary or by operation of Law). ARTICLE SIXTEEN. GOVERNING LAW This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced, and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. ARTICLE SEVENTEEN. DISPUTE RESOLUTION 1.58. Intent of the Parties. The sole procedure to resolve any claim arising out of or relating to this Agreement is the dispute resolution procedure set forth in this Section 17, except that either Party may seek an injunction in Superior Court in San Bernardino County, California if such action is necessary to prevent D-26- 11231-0001\2567614vI0.doc irreparable harm, in which case both Parties nonetheless will continue to pursue resolution of all other aspects of the dispute by means of this procedure. 1.59. Management Negotiations. 1.59.1. The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party's authorized representative, or such other person designated in writing as a representative of the Party(each a"Manager"). Either Manager may request a meeting, to be held in person or telephonically, to initiate negotiations to be held within ten(10)Business Days of the other Party's receipt of such request, at a mutually agreed time and place. 1.59.2. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed inadmissible as evidence such that it cannot be used or referred to in any subsequent judicial or arbitration process between the Parties, whether with respect to this dispute or any other. 1.59.3. If the matter is not resolved within forty-five (45) days of commencement of negotiations under Section 17.2.1, or if the Party receiving the written request to meet refuses or does not meet within the ten (10) Business Day period specified in Section 17.2.1, either Party may initiate arbitration of the controversy or claim according to the terms of Section 17.3. 1.60. Arbitration Initiation. If the dispute cannot be resolved by negotiation as set forth in Section 17.2 above, then the Parties shall resolve such controversy through arbitration("Arbitration"). The Arbitration shall be adjudicated by one retired judge or justice from the JAMS panel. The Arbitration shall take place in San Bernardino County, California, and shall be administered by and in accordance with JAMS' Commercial Arbitration Rules. If the Parties cannot mutually agree on the arbitrator who will adjudicate the dispute, then JAMS shall provide the Parties with an arbitrator pursuant to its then- applicable Commercial Arbitration Rules. The arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Parry and shall be knowledgeable in the field of the dispute. Either Party may initiate Arbitration by filing with the JAMS a notice of intent to arbitrate at any time following the unsuccessful conclusion of the management negotiations provided for in Section 17.2. ARTICLE EIGHTEEN. MISCELLANEOUS 1.61. Severability. If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement. Any provision of this Agreement D-27- 1123 1-0001\2567614v I Moe held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 1.62. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or PDF transmission will be deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed counterpart of this Agreement by facsimile or PDF transmission shall also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement shall not affect the validity or effectiveness of this Agreement. 1.63. General. No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. The term"including" when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. 1.64. Interpretation. Whenever this Agreement specifically refers to any Law,tariff, Governmental Authority, regional reliability council, Transmission/Distribution Owner, or credit rating agency, the Parties hereby agree that the references also refers to any successor to such Law, tariff or organization. 1.65. Construction. The Agreement will not be construed against any Party as a result of the preparation, substitution, or other event of negotiation, drafting or execution thereof. 1.66. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a"forward contract"within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are"forward contract merchants"within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any Bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532. 1.67. Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to D-28- 11231-000112567614v10.doe make this Agreement capable of being performed and administered,while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Execution Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement,then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 17. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. 1.68. Further Assurances. Each of the Parties hereto agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement,to give full effect to this Agreement and to carry out the intent of this Agreement. IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below. CITY OF RANCHO CUCAMONGA (Seller) (Buyer) (Signature) (Signature) (Type/Print Name) (Type/Print Name) (Title) (Title) (Date) (Date) D-29- 11231-0001\2567614v10.doc Appendix A— Definitions "Affiliate"means, with respect to a Party, any entity that, directly or indirectly,through one or more intermediaries, controls, or is controlled by, or is under common control with that Party. "Arbitration" has the meaning set forth in Section 17. "As-Available Facility"means a generating facility that is powered by one of the following sources, except for a de minimis amount of Energy from other sources: (a) wind, (b) solar energy, (c) hydroelectric potential derived from small conduit water distribution facilities that do not have storage capability, or (d) other variable sources of energy that are contingent upon natural forces other than geothermal. "Available Capacity"means the rated alternating current(AC) generating capacity of the Facility, expressed in whole kilowatts,that is available to generate Product. "Bankrupt"means with respect to any entity, such entity: (a) Files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it; (b) Makes an assignment or any general arrangement for the benefit of creditors; (c) Otherwise becomes bankrupt or insolvent(however evidenced); (d) Has a liquidator, administrator,receiver,trustee, conservator or similar official appointed with respect to such entity or any substantial portion of its property or assets; or (e) Is generally unable to pay its debts as they fall due. "Baseload Facility"means a generating facility that does not qualify as an As-Available Facility. "Business Day"means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving during the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Parry's principal place of business where the relevant Party in each instance shall be the Party from whom the notice,payment or delivery is being sent. "CAISO"means the California Independent System Operator Corporation or any successor entity performing similar functions. "CAISO Grid"means the system of transmission lines and associated facilities that have been placed under the CAISO's operational control. "CAISO Tariff"means the CAISO FERC Electric Tariff, Fifth Replacement Volume No. 1, as amended from time to time. D-30- 11231-0001\2567614v 1 O.doc "California Renewables Portfolio Standard"means the renewable energy program and policies codified in California Public Utilities Code Sections 399.11 through 399.33 and California Public Resources Code Sections 25740 through 25751, as such provisions may be amended or supplemented from time to time. "Capacity Attributes"means any current or future defined characteristic, certificate,tag, credit, or ancillary service attribute, whether general in nature or specific as to the location or any other attribute of the Project, intended to value any aspect of the capacity of the Project to produce Energy or ancillary services, including, but not limited to, any accounting construct so that the full Contract Capacity of the Project may be counted toward a Resource Adequacy Requirement or any other measure by the CPUC, the CAISO,the FERC, or any other entity invested with the authority under federal or state Law, to require Buyer to procure, or to procure at Buyer's expense, Resource Adequacy Benefits or other such products. "CEC"means the California Energy Commission or its successor agency. "CEC Certification"means certification by the CEC that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR. "CEC Pre-Certification"means provisional certification of the proposed Facility as an ERR by the CEC upon submission by a facility of a complete application and required supplemental information. "Check Meter"means the Buyer revenue-quality meter section(s) or meter(s), which Buyer may require at its discretion, and which will include those devices normally supplied by Buyer or Seller under the applicable utility electric service requirements. "City Manager"means the City Manager of the City of Rancho Cucamonga. "Claiming Party"has the meaning set forth in Section 10.2. "Commercial Operation"means the Contract Capacity has been installed and the Facility is operating and able to produce and deliver the Product to Buyer pursuant to the terms of this Agreement. "Commercial Operation Date"means the date on which the Facility achieves Commercial Operation. "Contract Capacity"means the amount of electric energy generating capacity, set forth in Section 3.1, that Seller commits to install at the Site. "Contract Price"has the meaning set forth in Section 3.6. "Contract Quantity"has the meaning set forth in Section 3.2. "Contract Year"means a period of twelve (12) consecutive months with the first Contract Year commencing on the Commercial Operation Date and each subsequent Contract Year commencing on the anniversary of the Commercial Operation Date. D-31- 11231-0001\2567614v l0.doe "Costs"means (a)brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred either in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace the Transaction; and(b) all reasonable attorneys' fees and expenses incurred in connection with the termination of the Transaction. "CPUC"means the California Public Utilities Commission, or successor entity. "Credit Rating"means, with respect to any entity, (a)the rating then assigned to such entity's unsecured senior long-term debt obligations (not supported by third party credit enhancements), or(b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the rating assigned to such entity as an issuer rating by S&P and/or Moody's. If the entity is rated by both S&P and Moody's and such ratings are not equivalent, the lower of the two ratings shall determine the Credit Rating. If the entity is rated by either S&P or Moody's,but not both,then the available rating shall determine the Credit Rating. "Current Inverters"means devices used to convert DC electric energy to alternating current electric energy. "Curtailment Order"means any instruction from Buyer to Seller to reduce the delivery of Energy from the Facility for any reason other than as set forth in Sections 3.6.3 (a) or(b). "DC"means direct current. "DC Collection System"means the DC equipment, cables, components, devices and materials that interconnect the Photovoltaic Modules with the Current Inverters. "Delivered Energy"means all Energy produced from the Facility and delivered by Seller to the Delivery Point, expressed in kWh, as recorded by the meter specified in Section 6.2.1 or the Check Meter, as applicable. "Delivery Point"has the meaning set forth in Section 2.5. "Delivery Term"has the meaning set forth in Section 3.5. "Early Termination Date"has the meaning set forth in Section 12.3. "Eligible Renewable Energy Resource"or"ERR"has the meaning set forth in Public Utilities Code Sections 399.12 or Section 399.16 and California Public Resources Code Section 25741, as these code provision may be amended or supplemented from time to time. "Emergency"means (a) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (b) an emergency condition as defined under an Interconnection Agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the D-32- 11231-000112567614vI Moe electric system or generation supply,that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety. "Energy"means three-phase, 60-cycle alternating current electric energy measured in kWh, net of Station Use. For purposes of the definition of"Green Attributes,"the word "energy" shall have the meaning set forth in this definition. "Execution Date"means the latest signature date found at the end of the Agreement. "Facility"has the meaning set forth in Section 2. The terms "Facility" or"Project" as used in this Agreement are interchangeable. "FERC"means the Federal Energy Regulatory Commission or any successor government agency. "Force Majeure"means an event or circumstance which prevents one Party from performing its obligations under the Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of,the Claiming Party, and which, by the exercise of due diligence,the Claiming Party is unable to overcome or avoid or cause to be avoided, including war, riot, civil disturbance or disobedience, terrorism, sabotage, strike or labor dispute. Force Majeure does not include: (a) the lack of wind, sun, or other fuel source of an inherently intermittent nature; (b) reductions in generation from the Facility resulting from ordinary wear and tear, deferred maintenance or operator error; or (c) any delay in providing, or cancellation of, interconnection service by a Transmission/Distribution Owner or the CAISO, except to the extent such delay or cancellation is the result of a Force Majeure claimed by the Transmission/Distribution Owner or the CAISO. Force Majeure may include delays in performance or inability to perform or comply with the terms and conditions of this Agreement due to delays in obtaining necessary equipment, labor, or materials or other issues caused by or attributable to pandemics or epidemics, including the disease designated COVID-19 or the related virus designated SARS-CoV-2 or any mutations thereof(collectively, "COVID-19"), if the elements of Force Majeure defined in the first sentence hereof(other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to) have been satisfied; provided, however, that the general existence of COVID-19 shall not be sufficient to prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate establish that a Force Majeure as defined in the first sentence hereof(other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to)has occurred. "Gains"means with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in determining economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties, including, without limitation, quotations (either firm or indicative) of relevant rates,prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms D-33- 1 123 1-0001\2567614v I O.doc (e.g.,NYMEX), all of which should be calculated for the remaining Delivery Term to determine the value of the Product. "Governmental Authority"means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the matter in question. "Governmental Charges"has the meaning set forth in Section 13.1. "Green Attributes"means any and all credits,benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Project, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide,hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs)that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law,to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Project, (ii)production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or"tipping fees"that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits. If the Project is a biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Project. "Interconnection Agreement"means the small generator interconnection agreement entered into separately between Seller, Transmission/Distribution Owner, and CAISO (as appropriate) obtained by Seller pursuant to Transmission/Distribution Owner's Wholesale Distribution Tariff. "Interconnection Facilities"has the meaning set forth in the tariff applicable to the Seller's Interconnection Agreement. D-34- 11231-0001\2567614v I O.doc "Interconnection Point"has the meaning set forth in Section 2.3. "Interest Rate"means the rate per annum equal to the"Monthly"Federal Funds Rate (as reset on a monthly basis based on the latest month for which such rate is available) as reported in Federal Reserve Bank Publication H.15-519, or its successor publication. "JAMS"means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service. "kW"means kilowatt. "kWh"means kilowatt-hour. "kWPDC"means peak DC power. "Law"means any statute, law,treaty, rule,regulation, ordinance, code,permit, enactment, injunction, order,writ, decision, authorization,judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, including any of the foregoing that are enacted, amended, or issued after the Execution Date, and which becomes effective during the Delivery Term; or any binding interpretation of the foregoing. "Letter of Credit"means an irrevocable, non-transferable standby letter of credit issued either by a U.S. commercial bank or a foreign bank with a U.S. branch office with a Credit Rating of at least"A-"by S&P and"A3"by Moody's (without a"credit watch", "negative outlook" or other rating decline alert if its Credit Rating is "A-"by S&P or"AY by Moody's). The Letter of Credit must be substantially in the form as contained in Appendix G to this Agreement; provided that if the Letter of Credit is issued by a branch of a foreign bank, Buyer may require changes to such form. "Losses"means,with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 12.5. Factors used in determining the loss of economic benefit may include,without limitation, reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves,volatilities, spreads or other relevant market data in the relevant markets, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms (e.g.NYMEX), all of which should be calculated for the remaining term of the Transaction to determine the value of the Product. "Manager"has the meaning set forth in Section 17.2. "Mechanical Completion"means that all equipment and systems that are necessary to generate the effective capacity of the Facility are installed. The Facility is mechanically, electrically, and structurally constructed with all control systems installed and connected. The D-35- 1 123 1-000 1\2567614v I O.doc Facility is functionally complete to the extent necessary to begin commissioning and testing of the Facility, though commissioning and testing need not have commenced." "MW"means megawatt(AC). "MWY means megawatt-hour. "Notice,"unless otherwise specified in the Agreement, means written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging(e-mail). "Party"means the Buyer or Seller individually, and"Parties"means both collectively. For purposes of Section 16 (Governing Law)the word"party"or"parties" shall have the meaning set forth in this definition. "Phasing Plan"means the plan submitted by Seller to the City of Rancho Cucamonga specifying the phases of the Project and the Contract Capacity associated with each Phase, and further, consistent with the requirements of Section 17.76.020 of Chapter 17.76 of(Alternative Energy Systems and Facilities) of Article IV (Site Development Provisions) of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code. "Phasing Plan Transition Event"means the occurrence of an event that transitions the Facility from one Phase to a different Phase as specified in the Phasing Plan. "Photovoltaic Module"means the individual module or component that produces DC electric energy from sun light. "Photovoltaic Module DC Rating"means, for each Photovoltaic Module installed or to be installed at the Site, the number(expressed in kWPDC) stated on the nameplate affixed thereto representing the manufacturer's maximum(at"peak" sunlight)DC power rating at the standard test condition("Pmp" or Power maximum at peak). "Product"means all Energy produced by the Facility throughout the Delivery Term, net of Station Use and electrical losses from the Facility to the Delivery Point; all Green Attributes; all Capacity Attributes, if any; and all Resource Adequacy Benefits, if any; generated by, associated with or attributable to the Facility throughout the Delivery Term. "Project"has the meaning set forth in Section 2. The terms "Facility" and"Project" as used in this Agreement are interchangeable. "Prudent Electrical Practices"means those practices,methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Facility, during the relevant time period,which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety. Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' D-36- 11231-0001\2567614v10.doc warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and Laws. Prudent Electrical Practices also includes taking reasonable steps to ensure that: (a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Facility's needs; (b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Facility and Emergencies whether caused by events on or off the Site; (c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools; (d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed; (e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or the Transmission/Distribution Owner's electric system or contrary to environmental laws,permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and (f) Equipment and components are designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions. "Renewable Energy Credit"has the meaning set forth in Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. "Reservation Deposit"means the deposit submitted by Seller to Buyer at the time Seller submitted its application for an Industrial Zoning District Renewable PPA contract, which amount shall equal four dollars ($4.00) for each kilowatt of proposed alternating current(AC) generator capacity. Buyer shall return the Reservation Deposit to Seller once the Project achieves Commercial Operation by crediting Seller the full amount of the Reservation Deposit on Buyer's first payment for delivered Product. Buyer shall retain the full amount of the Reservation Deposit in the event the Project does not achieve Commercial Operation by the Commercial Operation Date. "Resource Adequacy Benefits"means the rights and privileges attached to the Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any D-37- 11231-0001\2567614v10.doc Resource Adequacy Rulings and shall include any local, zonal, or otherwise locational attributes associated with the Facility. "Resource Adequacy Requirements"has the meaning set forth in Section 4.4.1. "Resource Adequacy Rulings"means any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time during the Delivery Term. "Restricted Period"has the meaning set forth in Section 12.8.1. "Settlement Amount"has the meaning set forth in Section 12.5. "Site"means the real property on which the Facility is, or will be, located, as further described in Appendix D. "Site Control"means the Seller: (a) owns the Site, (b) leases the Site, (c) is the holder of a right-of-way grant or similar instrument with respect to the Site, or(d)prior to the Commercial Operation Date, has the unilaterally exercisable contractual right to acquire or cause to be acquired on its behalf any of(a), (b), or (c). "Station Use"means energy consumed within the Facility's electric energy distribution system as losses, as well as energy used to operate the Facility's auxiliary equipment. The auxiliary equipment may include, but is not limited to, forced and induced draft fans, cooling towers, boiler feeds pumps, lubricating oil systems, plant lighting, fuel handling systems, control systems, and sump pumps. This use is not to exceed 1% of average annual output. "Term"has the meaning set forth in Section 3.4.1. "Transaction"means the particular transaction described in Section 3.3. "Transmission/Distribution Owner"means any entity or entities responsible for operating the electric distribution system or transmission system, as applicable, at and beyond the Interconnection Point. "WECC"means the Western Electricity Coordinating Council, the regional reliability council for the Western United States,Northwestern Mexico and Southwestern Canada. "WREGIS"means the Western Renewable Energy Generating Information System or any successor renewable energy tracking program. "WREGIS Certificates"has the same meaning as "Certificate"as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard. D-3 8- 11231-0001\2567614vIMoe "WREGIS Operating Rules"means those operating rules and requirements adopted by WREGIS as of December 2010, as subsequently amended, supplemented or replaced (in whole or in part) from time to time. x *End of Appendix A x X x D-39- 11231-0001\2567614v10.doc Appendix B —Commercial Operation Date Confirmation Letter In accordance with the terms of that certain Industrial Zoning District Renewable Power Purchase Agreement dated ("Agreement") for the Facility named by and between CITY OF RANCHO CUCAMONGA"Buyer") and ("Seller"),this letter serves to document the Parties further agreement that (i)the conditions precedent to the occurrence of the Commercial Operation Date have been satisfied as of this day of This letter shall confirm the Commercial Operation Date, as defined in the Agreement, as the date referenced in the preceding sentence. IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below: By: By: CITY OF RANCHO CUCAMONGA (Seller) (Buyer) (Signature) (Signature) (Type/Print Name) (Type/Print Name) (Title) (Title) (Date) (Date) * x End of Appendix B *" D-40- 11231-0001\2567614v10.doc Appendix C — Forecasting Requirements A. AVAILABLE CAPACITY FORECASTING. Seller shall provide the Available Capacity forecasts described below. [The following bracketed language applies to As Available solar or wind Projects only] [Seller's availability forecasts below shall include Project availability and updated status of[The following bracketed language applies to solar Projects only] [photovoltaic panels, inverters, transformers, and any other equipment that may impact availability] or[The following bracketed language applies to wind Projects only] [transformers,wind turbine unit status, and any other equipment that may impact availability].] [The following bracketed language applies to As Available Product only] Seller shall use commercially reasonable efforts to forecast the Available Capacity of the Project accurately and to transmit such information in a format reasonably acceptable to Buyer. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to-time, as necessary. 1. Annual Forecast of Available Capacity. No later than (I)the earlier of July 1 of the first calendar year following the Execution Date or one hundred and eighty (180) days before the first day of the first Contract Year of the Delivery Term ("First Annual Forecast Date"), and(II) on or before July 1 for each calendar year from the First Annual Forecast Date for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly Available Capacity for each day in each month of the following calendar year in a form reasonably acceptable to Buyer. 2. Monthly Forecast of Available Capacity. Ten (10)Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non- binding forecast of the hourly Available Capacity for each day of the following month in a form reasonably acceptable to Buyer. *' End of Appendix C `x D-41- 1 123 1-0001\2567614v 1 O.doc Appendix D— Description of the Facility Seller should complete the information below and attach a description of the Facility, including a summary of its significant components, a drawing showing the general arrangements of the Facility, and a single line diagram illustrating the interconnection of the Facility and loads with Buyer's electric distribution system. Name of the Facility: Address of the Facility: Description of the Facility, including a summary of its significant components, such as for solar photovoltaic [Photovoltaic Modules, DC Collection System, Current Inverters], meteorological station, instrumentation and any other related electrical equipment: Drawing showing the general arrangement of the Facility: A single-line diagram illustrating the interconnection of the Facility with Buyer: A legal description of the Site, including a Site map: Longitude and latitude of the centroid of the Site: **End of Appendix D D-42- 11231-0001\2567614v I O.doc APPENDIX E—INDUSTRIAL ZONING DISTRICT RENEWABLE PPA MILESTONES AND EXAMPLE ACTION STEPS Action " Deadline" Date Com feted . Res orisible Party- Step1: Submit Application Seller Ste 2:Approve Application Buyer Ste 3:Sign Conditional PPA Both Ste 4:Acquire Interconnection Agreement Seller Step 4A:Submit copy of Interconnection Agreement to Seller Buyer Step 5: Submit confirmation of RPS precertification requirement and provide Copy of precertification Seller application to Buyer Step 6:File Project with WREGIS and submit proof to Seller Buyer. Step 7:Pay Interconnection Fee and submit proof to Seller Buyer. Step 8:Acquire Conditional Use Permit and Construction Pennits Seller Ste 8A:Submit proof of permits to Buyer. Seller Ste 9:Notify Buyer 10 days prior to construction start. Seller Ste 10:Submit proof of insurance to Buyer. Seller Ste 11:Mechanical Completion. Seller Step 12:Notify Buyer 30 days in advance of the Seller Commercial Operation Date. Ste 12:Commercial Operation Date Seller Ste 13:Submit application for certification to CEC. Seller ***End of Appendix E D-43- 11231-0001\2567614v10.doc Appendix F—Delivery Term Contract Quantity Schedule Dated. XK,=XX, 20XX Delivery Term Contract Quantity Schedule Contract Year Contract Quantity kWh/Yr Phase Effective Date 1 Phase 1 XXXXX XX,20XX 2 Phase 1 XXXXX XX,20XX 3 Phase 1 XXXXX XX,20XX 4 Phase 1 XXXXX XX,20XX 5 Phase 1 XXXXX XX,20XX 6 Phase 1 XXXXX XX,20XX 7 Phase 1 XXXXX XX,20XX 8 Phase 1 XXXXX XX,20XX 9 Phase 1 XXXXX XX,20XX 10 Phase 1 XXXXX XX,20XX 11 Phase 1 XXXXX XX,20XX 12 Phase 1 XXXXX XX,20XX 13 Phase 1 XXXXX XX,20XX 14 Phase 1 XXXXX XX,20XX 15 Phase 1 XXXXX XX,20XX 16 Phase 1 XXXXX XX,20XX 17 Phase 1 XXXXX XX,20XX 18 Phase 1 XXXXX XX,20XX 19 Phase 1 XXXXX XX,20XX 20 Phase 1 XXXXX XX,20XX 21 Phase 1 XXXXX XX,20XX 22 Phase 1 XXXXX XX,20XX 23 Phase 1 XXXXX XX,20XX 24 Phase 1 XXXXX XX,20XX 25 Phase 1 XXXXX XX,20XX **End of Appendix F*** D-44- 11231-0001\2567614v I O.doc Appendix G—Notices List Name: ("Seller") Name: CITY OF RANCHO CUCAMONGA, a ("Buyer" or"RCMU") All Notices:[Seller to complete] All Notices: Delivery Address: Delivery Address: Street: City: State: Zip: Mail Address: (if different from above) Mail Address: Attn: Attn: Phone: Phone: Facsimile: Facsimile: DUNS: DUNS: Federal Tax ID Number: Federal Tax ID Number: Invoices: Invoices: Attn: Attn: Phone: Phone: Facsimile: Facsimile: Payments: Payments: Attn: Attn: Phone: Phone: Facsimile: Facsimile: Wire Transfer: Wire Transfer: BNK: BNK: ABA: ABA: ACCT: ACCT: Credit and Collections: Credit and Collections: Attn: Attn: Phone: Phone: Facsimile: Facsimile: With additional Notices of an Event of Contract Manager: Default to Contract Manager: Attn: Attn: D-45- 11231-0001\2567614v l0.doc Phone: Phone: Facsimile: ' *End ofAppendix G* D-46- 11231-0001\2567614vI0.doc Appendix H—FORM OF LETTER OF CREDIT Issuing Bank Letterhead and Address STANDBY LETTER OF CREDIT NO. XXXXXXXX Date: [insert issue date] Beneficiary: City of Rancho Cucamonga Applicant: [Insert name and address of Applicant] Attention: Letter of Credit Amount: [insert amount] Expiry Date: [insert expiry date] Ladies and Gentlemen: By order of[insert name of Applicant] ("Applicant"),we hereby issue in favor of City of Rancho Cucamonga(the "Beneficiary") our irrevocable standby letter of credit No. [insert number of letter of credit] ("Letter of Credit"), for the account of Applicant, for drawings up to but not to exceed the aggregate sum of U.S. $ [insert amount in figures followed by (amount in words)] ("Letter of Credit Amount"). This Letter of Credit is available with [insert name of issuing bank, and the city and state in which it is located] by sight payment, at our offices located at the address stated below, effective immediately, and it will expire at our close of business on [insert expiry date] (the"Expiry Date"). Funds under this Letter of Credit are available to the Beneficiary against presentation of the following documents: 1. Beneficiary's signed and dated sight draft in the form of Exhibit A hereto,referencing this Letter of Credit No. [insert number] and stating the amount of the demand; and 2. One of the following statements signed by an authorized representative or officer of Beneficiary: A. "Pursuant to the terms of that certain [insert name of the agreement] (the "Agreement"), dated [insert date of the Agreement], between Beneficiary and [insert name of Seller under the Agreement], Beneficiary is entitled to draw under Letter of D-47- 1 1 2 3 1-000 1125 676 1 4v l0.doc Credit No. [insert number] amounts owed by [insert name of Seller under the Agreement] under the Agreement; or B. "Letter of Credit No. [insert number] will expire in thirty (30) days or less and [insert name of Seller under the Agreement] has not provided replacement security acceptable to Beneficiary. Special Conditions: 1. Partial and multiple drawings under this Letter of Credit are allowed; 2. All banking charges associated with this Letter of Credit are for the account of the Applicant; 3. This Letter of Credit is not transferable; and 4. The Expiry Date of this Letter of Credit shall be automatically extended without a written amendment for a period of one year and on each successive Expiry Date, unless at least sixty (60) days before the then current Expiry Date, we notify you by registered mail or courier that we elect not to extend the Expiry Date of this Letter of Credit for such additional period. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation, on or before the Expiry Date (or after the Expiry Date as provided below), at our offices at [insert issuing bank's address for drawings]. All demands for payment shall be made by presentation of originals or copies of documents; or by facsimile transmission of documents to [insert fax number], Attention: [insert name of issuing bank's receiving department], with originals or copies of documents to follow by overnight mail. If presentation is made by facsimile transmission, you may contact us at [insert phone number] to confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does not affect our obligation to honor such a presentation. Our payments against complying presentations under this Letter of Credit will be made no later than on the sixth (6th) banking day following a complying presentation. Except as stated herein,this Letter of Credit is not subject to any condition or qualification. It is our individual obligation,which is not contingent upon reimbursement and is not affected by any agreement, document, or instrument between us and the Applicant or between the Beneficiary and the Applicant or any other party. Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce (ICC) Publication No. 600 (the"UCP 600"); provided that, if this Letter of Credit expires during an interruption of our business as described in Article 36 of the UCP 600, we will honor drafts presented in compliance with this Letter of Credit within thirty (30) days after the resumption of our business and effect payment accordingly. The law of the State of California shall apply to any matters not covered by the UCP 600. D-48- 11231-0001\2567614v10.doc For telephone assistance regarding this Letter of Credit,please contact us at [insert number and any other necessary details]. Very truly yours, [insert name of issuing bank] By: Authorized Signature Name: [print or type name] Title: * *End of Appendix H* D-49- 11231-0001\2567614v10.doc Appendix I—FORM OF CONSENT TO ASSIGNMENT CONSENT AND AGREEMENT This CONSENT AND AGREEMENT ("Consent and Agreement") is entered into as of 2 ],between CITY OF RANCHO CUCAMONGA("RCMU"), and [ , as collateral agent(in such capacity, "Financing Provider"), for the benefit of various financial institutions (collectively, the"Secured Parties")providing financing to [ ("Seller"). RCMU, Seller, and the Financing Provider shall each individually be referred to as a"Party" and collectively as the"Parties". Recitals A. Pursuant to that certain Power Purchase Agreement dated as of , 2 (as amended, modified, supplemented or restated from time to time, as including all related agreements, instruments and documents, collectively,the"Assigned Agreement")between RCMU and Seller, RCMU has agreed to purchase energy from Seller. B. The Secured Parties have provided, or have agreed to provide,to Seller financing (including a financing lease) pursuant to one or more agreements (the"Financing Documents"), and require that Financing Provider be provided certain rights with respect to the "Assigned Agreement" and the "Assigned Agreement Accounts," each as defined below, in connection with such financing. C. In consideration for the execution and delivery of the Assigned Agreement, RCMU has agreed to enter into this Consent and Agreement for the benefit of Seller. Agreement 1. Definitions. Any capitalized term used but not defined herein shall have the meaning specified for such term in the Assigned Agreement. 2. Consent. Subject to the terms and conditions below, RCMU consents to and approves the pledge and assignment by Seller to Financing Provider pursuant to the Loan Agreement and/or Security Agreement of(a) the Assigned Agreement, and (b)the accounts, revenues and proceeds of the Assigned Agreement(collectively, the"Assigned Agreement Accounts"). 3. Limitations on Assignment. Financing Provider acknowledges and confirms that, notwithstanding any provision to the contrary under applicable law or in any Financing Document executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned Agreement (whether by foreclosure sale, conveyance in lieu of foreclosure or otherwise) unless, on or before the date of any such assumption, sale or disposition, Financing Provider or any third party, as the case may be, assuming,purchasing or otherwise acquiring the D-50- 1 123 1-000 1\2567614v l0.doc Assigned Agreement(a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being cured and which are not personal to the Seller, (b) executes and delivers to RCMU a written assumption of all of Seller's rights and obligations under the Assigned Agreement in form and substance reasonably satisfactory to RCMU, (c) otherwise satisfies and complies with all requirements of the Assigned Agreement, (d)provides such tax and enforceability assurance as RCMU may reasonably request, and (e) is a Permitted Transferee (as defined below). Financing Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned Agreement Accounts is for security purposes only and that Financing Provider has no rights under the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has occurred and is continuing under the Financing Documents between Seller and Financing Provider(a"Financing Default"), in which case Financing Provider shall be entitled to all of the rights and benefits and subject to all of the obligations which Seller then has or may have under the Assigned Agreement to the same extent and in the same manner as if Financing Provider were an original party to the Assigned Agreement. "Permitted Transferee"means any person or entity who is reasonably acceptable to RCMU. Financing Provider may from time to time, following the occurrence of a Financing Default, notify RCMU in writing of the identity of a proposed transferee of the Assigned Agreement, which proposed transferee may include Financing Provider, in connection with the enforcement of Financing Provider's rights under the Financing Documents, and RCMU shall, within thirty (30) business days of its receipt of such written notice, confirm to Financing Provider whether or not such proposed transferee is a"Permitted Transferee" (together with a written statement of the reason(s) for any negative determination) it being understood that if RCMU shall fail to so respond within such thirty (30) business day period such proposed transferee shall be deemed to be a"Permitted Transferee". 4. Cure Rights. (a) Notice to Financing Provider by RCMU. RCMU shall, concurrently with the delivery of any notice of an event of default under the Assigned Agreement(each, an"Event of Default")to Seller(a"Default Notice"),provide a copy of such Default Notice to Financing Provider pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of the Default Notice to Financing Provider the next business day after receipt from RCMU, independent of any agreement of RCMU to deliver such Default Notice. (b) Cure Period Available to Financing Provider Prior to Any Termination by RCMU. Upon the occurrence of an Event of Default, subject to (i)the expiration of the relevant cure periods provided to Seller under the Assigned Agreement, and (ii) Section 4(a) above, RCMU shall not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice of the Event of Default and affords Financing Provider an Additional Cure Period (as defined below)to cure such Event of Default. For purposes of this Agreement "Additional Cure Period"means (i)with respect to a monetary default, ten (10) days in addition to the cure period (if any) provided to Seller in the Assigned Agreement, and (ii)with respect to a non-monetary default,thirty (30) days in addition to the cure period (if any)provided to Seller in the Assigned Agreement. D-51- 11231-0001\2567614vI0.doc (c) Failure by RCMU to Deliver Default Notice. If neither RCMU nor Seller delivers a Default Notice to Financing Provider as provided in Section 4(a),the Financing Provider's applicable cure period shall begin on the date on which notice of an Event of Default is delivered to Financing Provider by either RCMU or Seller. Except for a delay in the commencement of the cure period for Financing Provider and a delay in RCMU's ability to terminate the Assigned Agreement(in each case only if both RCMU and Seller fail to deliver notice of an Event of Default to Financing Provider), failure of RCMU to deliver any Default Notice shall not waive RCMU's right to take any action under the Assigned Agreement and will not subject RCMU to any damages or liability for failure to provide such notice. (d) Extension for Foreclosure Proceedings. If possession of the Project (as defined in the Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and Financing Provider commences foreclosure proceedings against Seller within thirty (30) days of receiving notice of an Event of Default from RCMU or Seller,whichever is received first, Financing Provider shall be allowed a reasonable additional period to complete such foreclosure proceedings, such period not to exceed ninety (90) days; provided, however, that Financing Provider shall provide a written notice to RCMU that it intends to commence foreclosure proceedings with respect to Seller within ten (10)business days of receiving a notice of such Event of Default from RCMU or Seller, whichever is received first. In the event Financing Provider succeeds to Seller's interest in the Project as a result of foreclosure proceedings,the Financing Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements of Section 3 of this Consent and Agreement. 5. Setoffs and Deductions. Each of Seller and Financing Provider agrees that RCMU shall have the right to set off or deduct from payments due to Seller each and every amount due RCMU from Seller whether or not arising out of or in connection with the Assigned Agreement. Financing Provider further agrees that it takes the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of action RCMU may have against Seller. 6. No Representation or Warranty. Seller and Financing Provider each recognizes and acknowledges that RCMU makes no representation or warranty, express or implied, that Seller has any right,title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller's right,title, and interest in the Assigned Agreement, and Financing Provider releases RCMU from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts. 7. Amendment to Assigned Agreement. Financing Provider acknowledges and agrees that RCMU may agree with Seller to modify or amend the Assigned Agreement, and that RCMU is not obligated to notify Financing Provider of any such amendment or modification to the Assigned Agreement. Financing Provider hereby releases RCMURCMU from all liability arising out of or in connection with the making of any amendment or modification to the Assigned Agreement. D-52- 1 123 1-000 1\2567614v I O.doc 8. Payments under Assigned Agreement. RCMU shall make all payments due to Seller under the Assigned Agreement from and after the date hereof to [ ], as depositary agent,to ABA No. [ ], Account No. [ ], and Seller hereby irrevocably consents to any and all such payments being made in such manner. Each of Seller, RCMU and Financing Provider agrees that each such payment by RCMU to such depositary agent of amounts due to Seller from RCMU under the Assigned Agreement shall satisfy RCMU's corresponding payment obligation under the Assigned Agreement. 9. Miscellaneous. (a) Notices. All notices hereunder shall be in writing and shall be deemed received (i) at the close of business of the date of receipt, if delivered by hand or by facsimile or other electronic means, or (ii)when signed for by recipient, if sent registered or certified mail, postage prepaid, provided such notice was properly addressed to the appropriate address indicated on the signature page hereof or to such other address as a party may designate by prior written notice to the other patties, at the address set forth below: If to Financing Provider: Name: Address: Attn: Telephone: Facsimile: Email: If to RCMU: Name: Address: Attn: Telephone: Facsimile: Email: (b) No Assignment. This Consent and Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of RCMU, and shall be binding on and inure to the benefit of the Financing Provider, the Secured Parties and their respective successors and permitted transferees and assigns under the loan agreement and/or security agreement. D-53- 11231-0001\2567614vIO.doc (c) No Modification. This Consent and Agreement is neither a modification of nor an amendment to the Assigned Agreement. (d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. (e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to have so waived or excused. (f) Counterparts. This Consent and Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. (g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent and Agreement. (h) Severability. The invalidity or unenforceability of any provision of this Consent and Agreement shall not affect the validity or enforceability of any other provision of this Consent and Agreement, which shall remain in full force and effect. (i) Amendments. This Consent and Agreement may be modified, amended, or rescinded only by writing expressly referring to this Consent and Agreement and signed by all parties hereto. IN WITNESS WHEREOF, each of RCMU and Financing Provider has duly executed this Consent and Agreement as of the date first written above. City of Rancho Cucamonga (RCMU) By: Name: Title: I I (Financing Provider), as collateral agent By: Name: Title: D-54- 11231-0001\2567614v10.doc ACKNOWLEDGEMENT The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a copy of any Default Notice it receives from RCMU to Financing Provider the next business day after receipt by Seller, and confirms that the Financing Provider identified above and the Secured Parties have provided or are providing financing to the undersigned. I ff name of Seller] By: Name: Title: End of Appendix I* D-55- 11231-0001\2567614v l0.doc EXHIBIT"E" RCMU CONNECTIONS RCMU CONNECTIONS IS INCLUDED AS AN EXHIBIT TO THE SUBJECT DEVELOPMENT AGREEMENT WHICH IS AN EXHIBIT TO THE STAFF REPORT AS APPROVED BY CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA ON OCTOBER 20, 2021 AND MADE AVAILABLE AT RANCHO CUCAMONGA CITY HALL E-1 EXHIBIT E - City of Rancho Cucamonga Scope - Developer Responsibility Mevelltopcetcr,constructed re to building OC/ Nr; l I nllunnlf(� EwsnxcILDING ..__.�J.'�' - lhgear , _ .I - fus`nscvwsloxrAcwry u 1 IxousrHw eI,ILgxc I LOT W(SEE r\ PME PARCEL MAP) ;• ea___— 3�_— _—__—____ _ _ —__ _ Switch _ WStub out for developer I constructed infrastructure _ I I I I I I I I I I I I Illllllilllll = U11111 1" from here to building POC/ PGIENIwL .O I 'I i,switch gear. 1 { I 1 orncE I , * I PniFXfwt- . pxtAW � BI fFl. , y 1 roLRI , x - II w BI ( xR Developer constructed �f infrastructure to building 7 „ I I I' POC/switch gear. l `(II i l ssuO BUILDING 2 Developer constructed infrastructure to include design and construction BUILDING 1 - I SINGLE TENANT I by developer of both electrical and fiberoptic communications - c>I ��I {I 1 SINGLE TENANT WAREHOUSE BUILDING 1; 1 1 infrastructure from the stub out points shown above to the POC/switch WAREHOUSE BUILDIN -4 •FOOTPRINT:738,270 SF 1111 111.gear and telecommunications room for each building. I FOOTPRINT:1,403,SOD SGf L. ' I 5- MEZZANINE:14,230 SF -_ _ - G.FA:752,500 SF ( { MEZZANINE:19,000 SF j I I ucc~Y.Ms.l 1 i I I I I I 1 I G.FA:1.422.100SF II —E cGIVOPE:1 1 1 I OCCUPIGH 4b1 ! I I ! XGMBER HEIGHT EDF:1 I coxslNlCuox lrrEt n-a� +1 RNX NEIGNT'SG Fi. NUMBER Gr ITIRI l j 'I 1 l I y I 1 1 I I I i HEIGHT A rr. I ) IL11 Within 10 months of City Council II I approval of the Project,RCMU to bring I - allrequiredinfrastructureforelectricity of IHE and high-speed broadband("Required Infrastructure"as defined in the A"u' ' Development Agreement)to the Project I I 1 1 I site at the location shown above. �, f AVER I ;, WI IIIIIIfI ITITRiiifNliil IIIIIIIIII I c IXniuxIR1 o--.s -------- — HI ,r ` I,\ _ ,m veux �aaw c I.c IIIIIWIIIJIIII IIII _ Iaaul c N r. _ _ I�I� `I LII I I t I I 11 �� III '\ FIUS¶NG I $TN BNG IXGIIBiXML IIIILdXG 66'' Ir HIGUXwl BGILGING I \ I SITE PLAN Ile— Self.l'=IW-0' DRC 2020.00202 Aft Conditions of Approval RANCHO GA Community Development Department Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE k'_r4��rl� G CQV01T i3A1R RIPPLY TO Y-Oi IR PRO 1,PCT-vr��vrr rrrty vv� Planning Department Please be advised of the following Special Conditions 1. The project shall comply with all mitigation measures identified in the Environmental Impact Report SCH No. (2020100056) and the corresponding Mitigation Monitoring and Report Program. 2. No more than 10% of the building space shall be used for high-cube cold storage warehouse space, consistent with analyses conducted in the Environmental Impact Report. 3. Use of natural gas and installation of required infrastructure is prohibited and any modification to this prohibition may be subject to additional review under CEQA. 4. No sort use shall be operated on the Site during the operation of the project. A sort use means a fulfillment center that ships out smaller items, requiring extensive sorting, typically by manual means, as defined in the ITE Manual, and as further described in the project's Draft EIR. 5. The final hydrology shall be submitted to City of Ontario for review and approval. 6. The project will need to obtain an encroachment permit from the City of Ontario for any proposed work impacting City of Ontario right-of-way including, but not limited to, traffic control. Standard Conditions of Approval 7. For commercial and industrial projects, paint roll-up doors and service doors to match main building colors. 8. The applicant shall sign the Statement of Agreement and Acceptance of Conditions of Approval provided by the Planning Department. The signed Statement of Agreement and Acceptance of Conditions of Approval shall be returned to the Planning Department prior to the submittal of grading/construction plans for plan check, request for a business license, and/or commencement of the approved activity. 9. The applicant shall agree to defend at his sole expense any action brought against the City, its agents, officers, or employees, because of the issuance of such approval, or in the alternative, to relinquish such approval. The applicant shall reimburse the City, its agents, officers, or employees, for any Court costs and attorney's fees which the City, its agents, officers, or employees may be required by a court to pay as a result of such action. The City may, at its sole discretion, participate at its own expense in the defense of any such action but such participation shall not relieve applicant of his obligations under this condition. In the event such a legal action is filed, the City shall estimate its expenses for litigation. The applicant shall deposit such amount with the City or enter into an agreement with the City to pay such expenses as they become due. www.CityotRC.us Printed:1 011 1/2 02 1 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE G r 0AID MQ41!Z a pa>r v TO vni iQ cQn 1EXT_- Planning Department Standard Conditions of Approval 10. Copies of the signed Planning Commission Resolution of Approval or Approval Letter, Conditions of Approval, and all environmental mitigations shall be included on the plans (full size). The sheet(s) are for information only to all parties involved in the construction/grading activities and are not required to be wet sealed/stamped by a licensed Engineer/Architect. 11. The applicant shall be required to pay California Department of Fish and Wildlife Notice of Determination & Environmental Impact Report fee pursuant to CDFW's current fee schedule, including all County processing fees. All checks are to be made payable to the Clerk of the Board Supervisors and submitted to the Planning Department within 5 days of the approval of the project by Planning Commission/City Council. 12. Any approval shall expire if Building Permits are not issued or approved use has not commenced within 2 years from the date of approval or a time extension has been granted. 13. Any modification or intensification of the approved use, including revisions in the operations of the business that is approved by this Minor Use Use Permit; improvements including new building construction; and/or other modifications/intensification beyond what is specifically approved by this Minor Use Permit, shall require the review and approval by the necessary discretionary body prior to submittal of documents for plan check/occupancy, construction, commencement of the activity, and/or issuance of a business license. The Planning Director may determine that modifications or intensifications of use require the submittal of an application to modify this Minor Use Permit for review by the City. 14. This project is subject to public art requirement outlined in Chapter 17.124 of the Development Code, in accordance with Development Agreement DRC2021-00180. The applicant shall be required to install art onsite pursuant to Development Code Section 17.124 with a minimum value of $200,000, pursuant to Development Agreement DRC2021-00180. No final approval, such as a final inspection or the a issuance of a Certificate of Occupancy, for any development project (or if a multi-phased project, the final phase of a development project) that is subject to this requirement shall occur unless the public art requirement has been fulfilled to the satisfaction of the Planning Department. 15. This tentative tract map or tentative parcel map shall expire, unless extended by the Planning Commission, unless a complete final map is filed with the Engineering Services Department within 3 years from the date of the approval. 16. Existing trees required to be preserved in place shall be protected with a construction barrier in accordance with the Development Code Section 17.80.050, and so noted on the grading plans. The location of those trees to be preserved in place and new locations for transplanted trees shall be shown on the detailed landscape plans. The applicant shall follow all of the arborist's recommendations regarding preservation, transplanting, and trimming methods. 17. Front yard and corner side yard landscaping and irrigation shall be required per the Development Code and/or This requirement shall be in addition to the required street trees and slope planting. www.CityofRC.us Printed:10/11/2021 Page 2 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE kdaafl rnnmJT 0A14Z AMPLY T-Q Y-01JR PROJFO-T' Planning Department Standard Conditions of Approval 18. A detailed landscape and irrigation plan, including slope planting and model home landscaping in the case of residential development, shall be prepared by a licensed landscape architect and submitted for Planning Director review and approval prior to the issuance of Building Permits for the development or prior final map approval in the case of a custom lot subdivision. For development occurring in the Very High Fire Hazard Severity Zone, the landscape plans will also be reviewed by Fire Construction Services. 19. Landscaping and irrigation systems required to be installed within the public right-of-way on the perimeter of this project area shall be continuously maintained by the developer. 20. The final design of the perimeter parkways, walls, landscaping, and sidewalks shall be included in the required landscape plans and shall be subject to Planning Director review and approval and coordinated for consistency with any parkway landscaping plan which may be required by the Engineering Services Department. 21. Approval of this request shall not waive compliance with all sections of the Development Code, all other applicable City Ordinances, and applicable Community, Specific Plans and/or Master Plans in effect at the time of Building Permit issuance. 22. All building numbers and individual units shall be identified in a clear and concise manner, including proper illumination and in conformance with Building and Safety Services Department standards, the Municipal Code and the Rancho Cucamonga Fire Department (RCFD) Standards. 23. The site shall be developed and maintained in accordance with the approved plans which include all applicable Site Plans, architectural elevations, exterior materials and colors, landscaping, sign program, and grading on file in the Planning Department, the conditions contained herein and the Development Code regulations. 24. Prior to any use of the project site or business activity being commenced thereon, all Conditions of Approval shall be completed to the satisfaction of the Planning Director. 25. Trash receptacle(s) are required and shall meet City standards. The final design, locations, and the number of trash receptacles shall be subject to Planning Director review and approval prior to the issuance of Building Permits. 26. The proposed public street shall be named Catherine Bridge Place. This street name shall be submitted for Planning Director review and approval in accordance with the adopted Street Naming Policy prior to approval of the final map www.CityofRC.us Printed:10/11/2021 Page 3 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE MUaW IQ r-DAIDiTIOUR 4 PiRl v ZO vni Q PRO 1ECT- Planning Department Standard Conditions of Approval 27. All Double Detector Checks (DDC) and Fire Department Connections (FDC) required and/or proposed shall be installed at locations that are not within direct view or line-of-sight of the office corner of the building. The specific locations of each DDC and FDC shall require the review and approval of the Planning Department and Fire Construction Services/Fire Department. All Double Detector Checks (DDC) and Fire Department Connections (FDC) screened behind a 4-foot high wall. For this project, these walls shall be constructed of poured in-place concrete with design elements incorporated to match the building Decorative paving shall be provided at each vehicle entrance to the site, behind the public right-of-way. These decoratively paved areas shall extend from the front property line to the building setback line and have a width equal to that of the driveway. 28. Downspouts shall not be visible from the exterior of any elevations of the buildings. All downspouts shall be routed through the interior of the building walls. Engineering Services Department Please be advised of the following Special Conditions 1. The applicant shall construct a public street along with east side of the project between 4th Street and 6th Street. The public street shall be a full width Industrial Street meeting the City Standard Plan 100-A. 2. (At-Grade Crossing) This project shall construct at-grade crossing improvements through the rail road along 6th Street. The developer shall be eligible for reimbursement of one-half the cost of the 6th Street at-grade crossing from future developments as they occur on APN: 0229-283-79. 3. The street lights shall be owned by the City. Developer shall be responsible to coordinate and pay all costs of street lights and to provide power to City owned street lights. 4. Development Impact Fees Due Prior to Building Permit Issuance: (Subject to Change/ Periodic Increases- Refer to current fee schedule to determine current amounts) Drainage Impact Fee Transportation Impact Fee Police Impact Fee www.CityofRC.us Printed:10/11/2021 Page 4 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE Ada—a- M�i®C nay►�T►nu-S d DD► V TO VQ1 Q 112RO IECT-- Engineerinq Services Department Please be advised of the following Special Conditions 5. 1) Electric: The Rancho Cucamonga Municipal Utility (RCMU) shall be the electrical service provider for all project related development. The Developer shall execute a Line Extension Agreement for electric service and shall construct electrical distribution facilities in accordance with such agreement and RCMU requirements and dedicate such facilities to the Rancho Cucamonga Municipal Utility. RCMU's proposed underground electric system will be located off of Etiwanda Ave and Sixth Street East of the proposed development. 2) Fiber: The proposed development is slated to be included in the City's Fiber Optic Master Plan that would provide a City owned Fiber-to-the-Premise (FTTP) infrastructure. The City will require the developer to install a 1-4" UG Fiber Optic dark conduit on the frontage of the development (along the South side of Sixth Street) along the project boundary along with a 3'x4'x3' pullbox on each end of the route and into the project boundary. The size, placement and location of the conduit and vaults shall be shown on the Street Improvement and/or Public Improvement Plans and subject to the Engineering Services Department's review and approval prior to the issuance of building permits or final map approval, whichever comes first. On site, the City will require 1-2" UG HDPE or equal fiber optic conduit to be placed underground within a duct and structure system to be installed joint trench by the Developer per Standard Drawing 135-137 and interconnected into the City's 4" fiber optic conduit. The size, placement and location of the conduit and/or vaults shall run into each of the development's individual telecommunication room and be shown on the final dry utility onsite substructure plans and subject to the Engineering Services Department's review and approval prior to the issuance of building permits or final map approval, whichever comes first. 6. The applicant shall modify the existing traffic signal at the intersection of 4th Street and the Barrington Avenue to incorporate the new public street into an offset intersection with Barrington Avenue controlled by a single traffic signal. Furnish and install new traffic signal equipment as necessary per Caltrans standard plans and specifications plus 2019 revision, and City standard drawings. Furnish and install the necessary infrastructure to connect the signal to the adjacent signals at 4th Street and Etiwanda, and 4th Street and Santa Anita Avenues. Printed:10l11/2021 9 www.CityofRC.us Page 5 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE AW.' i v Tn vn� Engineering Services Department Please be advised of the following Special Conditions 7. Prior to the issuance of grading permits, the applicant shall submit for review plans for improvements identified below, these improvements shall be completed no later than issuance of the certificate of occupancy of the project's first building. 1. At the intersection of Etiwanda Ave. and Foothill Blvd. A. Modify the traffic signal to optimize coordination timing along Foothill Blvd between the 1-15 and East Ave and implement a 140-second cycle length during the PM peak hour. B. Submit to the City fair share contributions to construct the addition of a second northbound left turn lane, a third eastbound through lane, and a third westbound through lane in the amount of$37,089. 2. At the intersection of the 1-15 southbound ramps and Ontario Mills Dr./4th St. A. Restripe the southbound approach to provide one left turn lane, one through lane, and dual right turn lanes. B. Modify the existing traffic signal to implement a 130-second cycle length and overlap phasing for the northbound, southbound, and westbound right turn lanes. 3. At the intersection of the 1-15 northbound ramps and 4th St. A. Modify the existing traffic signal to implement a 130-second cycle length. Standard Conditions of Approval 8. Dedication shall be made of the following rights-of-way on the perimeter streets (measured from street centerline): 60 total feet on 4th Street 44 total feet on 6th Street 66 total feet on the proposed Industrial Street (full right of way width) 9. Easements for public sidewalks placed outside the public right-of-way shall be dedicated to the City. 10. Reciprocal access easements shall be provided where necessary ensuring access to all parcels by CC&Rs or by deeds and shall be recorded prior to the issuance of Building Permits, where no map is involved, for the utilities which serve both parcels, including but not limited to, water, sewer, storm drainage. 11. A final drainage study shall be submitted to and approved by the City Engineer prior to the issuance of Grading Permits. All drainage facilities shall be installed as required by the City Engineer. 12. Adequate provisions shall be made for acceptance and disposal of surface drainage entering the property from adjacent areas. 13. A lot line adjustment or a map shall be approved among the existing parcels meeting City Development Code requirements, prior to issuance of Building Permits. www.CityofRC.us Printed:10/11/2021 Page 6 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE.&- f - afi r COULDIVO-A ,+APPLY TQ Y.Q11R PRi3 1r=T; Engineering Services Department Standard Conditions of Approval 14. ** CD Information Required Prior to Sign-Off for Building Permit Prior to the issuance of building permits, if valuation is greater or equal to $100,000, a Diversion Deposit and a related administrative fee shall be paid for the Construction and Demolition Diversion Program. The deposit is fully refundable if at least 65% of all wastes generated during construction and demolition are diverted from landfills, and appropriate documentation is provided to the City. Applicant must identify if they are self-hauling or utilizing Burrtec prior to issuance of a building permit. Proof of diversion must be submitted to the Environmental Engineering Division within 60 days following the completion of the construction and/or demolition project. Contact Marissa Ostos, Environmental Engineering, at (909) 774-4062 for more information. Instructions and forms are available at the City's website, www.cityofrc.us, under City Hall / Engineering / Environmental Programs/ Construction & Demolition Diversion Program. 15. Prior to approval of a lot merger, lot line adjustment, or a final map, a deposit shall be posted with the City covering the estimated cost of apportioning the assessments under Assessment Districts LIVID 3B, SLD 1 & SLD 6 among the newly created parcel(s). 16. A signed consent and waiver form to join and/or form the appropriate Landscape and Lighting Districts and or Community Facility District shall be filed with the Engineering Services Department prior to issuance of Building Permits. Formation costs shall be borne by the developer. NOTE: The parcels are currently annexed into LIVID 313, SLD 1 & SLD 6. 17. Add the following note to any private landscape plans that show street trees: "All improvements within the public right-of-way, including street trees, shall be installed per the public improvement plans." If there is a discrepancy between the public and private plans, the street improvement plans will govern. www.CityofRC.us Printed:10/11/2021 Page 7 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE A�nrT> 2YTYO I IQ -QAdFOT� Engineering Services Department Standard Conditions of Approval 18. Construct the following perimeter street improvements including, but not limited to: Street Name: 4th Street Curb & Gutter: Remove and replace as determined during design A.C. Pvmt: Grind and overlay as determined during design Side-walk : Remove and replace as determined during design Drive Appr.: Per City Standards and City Driveway Policy Street Lights: Per City Standards Street Trees: Per City Standards Bike Trail: Class II Bike Lane or as required by the City Engineer Street Name: 6th Street Curb & Gutter: Remove and replace as determined during design A.C. Pvmt: Grind and overlay as determined during design Side-walk : Remove and replace as determined during design Drive Appr.: Per City Standards and City Driveway Policy Street Lights: Per City Standards Street Trees: Per City Standards Bike Trail: Class II Bike Lane or as required by the City Engineer Street Name: Proposed Industrial Street Curb & Gutter: Per City Standards A.C. Pvmt: Per City Standards Side-walk : Per City Standards Drive Appr.: Per City Standards and City Driveway Policy Street Lights: Per City Standards Street Trees: Per City Standards Other: Modification to exist signalized intersection of Barrington and 4th to provide signalized access to new Industrial Street. Signal modification plans subject to review and approval of City Engineer. Notes: (a) Where applicable, median island includes landscaping and irrigation on meter. (b) Pavement reconstruction and overlays will be determined during plan check. www.CityofRC.us Printed:10/11/2021 Page 8 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TN ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE .1-- GINS y412 RL Y Trn Y-01 IR a O iECr• Engineering Services Department Standard Conditions of Approval 19. Pursuant to Municipal Code Section 16.37.010, no person shall make connections from a source of energy, fuel or power to any building or structure which is regulated by technical codes and for which a permit is required unless, in addition to any and all other codes, regulations and ordinances, all improvements required by these conditions of development approval have been completed and accepted by the City Council, except: that in developments containing more than one building, structure or unit, the development may have energy connections made in equal proportion to the percentage of completion of all improvements required by these conditions of development approval, as determined by the City Engineer, provided that reasonable, safe and maintainable access to the property exists. In no case shall more than 95 percent of the buildings, structures or units be connected to energy sources prior to completion and acceptance of all improvements required by these conditions of development approval. 20. Improvement Plans and Construction: a. Street improvement plans, including street trees, street lights, and intersection safety lights on future signal poles, and traffic signal plans shall be prepared by a registered Civil Engineer and shall be submitted to and approved by the City Engineer. Security shall be posted and an agreement executed to the satisfaction of the City Engineer and the City Attorney guaranteeing completion of the public and/or private street improvements, prior to final map approval or the issuance of Building Permits, whichever occurs first. b. Prior to any work being performed in public right-of-way, fees shall be paid and a construction permit shall be obtained from the Engineering Services Department in addition to any other permits required. c. Pavement striping, marking, traffic signing, street name signing, traffic signal conduit, and interconnect conduit shall be installed to the satisfaction of the City Engineer. d. Signal conduit with pull boxes shall be installed with any new construction or reconstruction project along major or secondary streets and at intersections for future traffic signals and interconnect wiring. Pull boxes shall be placed on both sides of the street at 3 feet outside of BCR, ECR, or any other locations approved by the City Engineer. Notes: 1) Pull boxes shall be No. 6 at intersections and No. 5 along streets, a maximum of 200 feet apart, unless otherwise specified by the City Engineer. 2) Conduit shall be 3-inch pvc with pull rope or as specified. e. Access ramps for the disabled shall be installed on all corners of intersections per latest ADA standards or as directed by the City Engineer. f. Existing City roads requiring construction shall remain open to traffic at all times with adequate detours during construction. Street or lane closure permits are required. A security shall be provided to cover the cost of grading and paving, which shall be refunded upon completion of the construction to the satisfaction of the City Engineer. g. Concentrated drainage flows shall not cross sidewalks. Under sidewalk drains shall be installed to City Standards, except for single-family residential lots. h. Street names shall be approved by the Planning Department prior to submittal for first plan check. www.CityofRC.us Printed:10/11/2021 Page 9 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE A��ni inlitn►n rnA�OITl�2J11.�AF L�T-(�—�'-1 I IQ lRQQ IEGT- c.�z=ca�o�-r v f r vR��r r a Engineering Services Department Standard Conditions of Approval 21. Install street trees per City street tree design guidelines and standards as follows. The completed legend (box below) and construction notes shall appear on the title page of the street improvement plans. Street improvement plans shall include a line item within the construction legend stating: "Street trees shall be installed per the notes and legend on Sheet _ (typically Sheet 1)." Where public landscape plans are required, tree installation in those areas shall be per the public landscape improvement plans. Street Name: 4th Street Botanical Name: Platanus acerifolia Common Name: Min. Grow Space: 30 Spacing: 30 Size: 15 gallon minimum Qty.: to be determined during design Street Name: 6th Street Botanical Name: Magnolia grandiflora Common Name: St Mary Min. Grow Space: 20 Spacing: 20 Size: 15 gallon minimum Qty.: to be determined during design Street Name: Proposed Industrial Street (both sides of street) Botanical Name: Magnolia grandiflora Common Name: St Mary Min. Grow Space: 20 Spacing: 20 Size: 15 gallon minimum Qty.: to be determined during design Construction Notes for Street Trees: 1)All street trees are to be planted in accordance with City standard plans. 2) Prior to the commencement of any planting, an agronomic soils report shall be furnished to the City inspector. Any unusual toxicities or nutrient deficiencies may require backfill soil amendments, as determined by the City inspector. 3)All street trees are subject to inspection and acceptance by the Engineering Services Department. Street trees are to be planted per public improvement plans only. www.CityofRC.us Printed:10/11/2021 Page 10 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE �niJi"a nnn►L1JTlQMS 4PPIYT-0 WLIQ 12RD 1 XT-- Engineerinq Services Department Standard Conditions of Approval 22. Intersection line of sight designs shall be reviewed by the City Engineer for conformance with adopted policy. On collector or larger streets, lines of sight shall be plotted for all project intersections, including driveways. Local residential street intersections and commercial or industrial driveways may have lines of sight plotted as required. 23. All public improvements (interior streets, drainage facilities, community trails, paseos, landscaped areas, etc.) shown on the plans and/or tentative map shall be constructed to City Standards. Interior street improvements shall include, but are not limited to, curb and gutter, AC pavement, drive approaches, sidewalks, street lights, and street trees. 24. Street trees, a minimum of 15-gallon size or larger, shall be installed per City Standards in accordance with the City's street tree program. 25. The developer shall be responsible for the relocation of existing utilities as necessary. 26. Provide separate utility services to each parcel including sanitary sewerage system, water, gas, electric power, telephone, and cable TV (all underground) in accordance with the Utility Standards. Easements shall be provided as required. 27. Approvals have not been secured from all utilities and other interested agencies involved. Approval of the final parcel map will be subject to any requirements that may be received from them. 28. Water and sewer plans shall be designed and constructed to meet the requirements of the Cucamonga Valley Water District (CVWD), Rancho Cucamonga Fire Protection District, and the Environmental Health Department of the County of San Bernardino. A letter of compliance from the CVWD is required prior to final map approval or issuance of permits, whichever occurs first. Such letter must have been issued by the water district within 90 days prior to final map approval in the case of subdivision or prior to the issuance of permits in the case of all other residential projects. Fire Prevention / New Construction Unit Standard Conditions of Approval 1. Fire apparatus access roads (fire lanes) can be included in an engineered onsite storm water retention plan. The ponding of storm water shall not exceed a designed depth of four (4) inches in the designated fire apparatus access road(s) and the area between the fire apparatus access road(s) and the exterior walls of all normally occupied buildings. Ponding design specifications for Building 2 appear to exceed the maximum allowable depth for onsite storm water retention. This Condition was acknowledged in the Responses letter posted Aug 27, 2020. www.CityofRC.us Printed:10/11/2021 Page 11 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR- Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE�1 �'� i�r�i r_ rnniOlTJ 1RIC AP01 l/TO-YQ1tR 12R0JEGT; Fire Prevention / New Construction Unit Standard Conditions of Approval 2. Existing parcel 22928351 is required to be annexed into Community Facilities District 85-1 (CFD 85-1). Please contact Kelly Guerra with the City of Rancho Cucamonga's Special Districts Division at (909) 774-2582 or Kelly.Guerra@CityofRC.US to complete the annexation. The annexation requirement will not be considered complete until the applicant begins the annexation process and Special Districts notifies the Fire Marshal that the process has been started. 3. Access doors are required to be identified in accordance with Fire District Standard 5-5. The Standard has been uploaded to the Documents section. 4. Access doors are required to be distributed along the exterior of the building such that the lineal distance between adjacent access doors does not exceed 125 feet measured center to center. 5. Required alarm systems and supervision systems are required to be in accordance with Fire District Standard 9-3. The Standard has been uploaded to the Documents section. 6. Plans for the alarm and/or supervision (monitoring) system are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 7. Plans for the egress lighting are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 8. Plans for high piled combustible storage are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 9. Plans for the private, onsite fire underground water infrastructure are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 10. Plans for the public, offsite fire underground water infrastructure are required to be submitted separately and issued a separate permit. Plans are required to be submitted prior to or concurrently with the submittal of the Water District mylars. Submit all plans to the Building & Safety Department for routing to the Fire District. 11. Plans for the racks used for high piled combustible storage are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 12. Plans for the automatic fire sprinkler system are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 13. Plans for suppression systems are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 14. Plans for the temporary access and/or hydrants are required to be submitted separately and issued a separate permit. Submit all plans to the Building & Safety Department for routing to the Fire District. 15. Exterior doors and doors providing access to fire protection and life safety systems and equipment are required to have identification signage in accordance with Fire District Standard 5-5. The Standard has been uploaded to the Documents section. www.CityofRC.us Printed:10l11/2021 Page 12 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE 94U_ OOWD.Ma TA-YOiIQ PRO IFZCT; Fire Prevention / New Construction Unit Standard Conditions of Approval 16. Emergency responder radio coverage is required for the building(s) included in this project. San Bernardino County Information Services Department (ISD) conducts radio signal strength assessments for the entire county. It is highly recommended that a radio signal strength assessment is completed for this project. Where emergency responder radio coverage is determined to meet the requirements of the California Fire Code, an emergency responder radio system and/or associated equipment will not be required. Please contact Tim Trager with County ISD at 909-388-5563 or ttrager@isd.sbcounty.gov to schedule an assessment and/or obtain any available information about the project site. Where the existing emergency responder radio coverage is found to be below acceptable standards, an emergency responder radio system and associated equipment will be required to be provided in compliance and accordance with the California Fire Code. 17. Designated and conforming aerial apparatus access is required in accordance with Fire District Standard 5-1. Show aerial apparatus access on the fire access plan. The Standard has been uploaded to the Documents section. 18. Fire apparatus access (fire lane) design, construction, and identification are required to be in accordance with Fire District Standard 5-1. The Standard has been uploaded to the Documents section. 19. Fire flow information for this project is obtained from the Cucamonga Valley Water District (CVWD). CVWD can be reached at 909-944-6000 or custserv@cvwdwater.com. 20. Fire flow is required to be in accordance with Appendix B of the California Fire Code. The Fire District has adopted the appendix without local amendments except that the minimum fire flow for commercial buildings shall not be less than 1500 gpm. Proof of the availability of the required fire flow must be provided to the Fire District in the form of a letter or written report dated within the past 12 months. 21. Fire sprinkler are required to be installed in accordance with Fire District Standard 9-5. The Standard has been uploaded to the Documents section. 22. Gates installed across a commercial/industrial emergency vehicle access road (fire lane) are required to be in accordance with Standard 5-4. The Standard has been uploaded to the Documents section. 23. Identification of exterior perimeter fire access doors is required to be in accordance with Fire District Standard 5-5. The Standard has been uploaded to the Documents section. 24. High-piled combustible storage is required to be in accordance with Chapter 32 of the Fire Code and Fire District Standard 32-1. Please read and understand this Standard in its entirety to avoid delays in scheduling inspections and obtaining approvals. The Standard has been uploaded to the Documents section. 25. A Knox Box key box is required in accordance with Fire District Standard 5-9. Additional boxes may be required depending on the size of the building, the location of fire protection and life safety system controls, and the operational needs of the Fire District. The Standard has been uploaded to the Documents section. If an installed Knox Box is available to this project or business, keys for the building/suite/unit are required to be provided to the Fire Inspector at the final inspection. www.CityofRC.us Printed:1 0/1 1 1202 1 Page 13 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR- Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE ABaMN—�A-- a o NWD Tl-Od1lS-4 PPL-Y TA-Y-04 Q PRO IRr-T. Fire Prevention / New Construction Unit Standard Conditions of Approval 26. A Knox key switch is required to be installed on motorized gates that are installed across or provide access to a fire access road (fire Lane). See Fire District Standard 5-3 for Residential Gates and Fire District Standard 5-4 for Commercial and Industrial Gates. 27. A Knox or Fire District padlock is required to be incorporated into the security system for a manually operated gate that are installed across or provides access to a fire access road (fire lane). 28. Coordinate landscaping with the roof access ladder points and address signage. Landscaping cannot obstruct roof access or clear visibility of address signage from time of installation to maturity of the shrubs and trees. 29. A fire service site plan is required in accordance with Fire District Standard 5-11. The Standard has been uploaded to the Documents section. 30. All of the Fire District Standards applicable are required to be reproduced on the plans. The project is required to meet all of the applicable codes, regulations, and standards in effect and adopted at the time of plan check submittal. Fire District Standards associated with construction and plan submittals can be found on the City of Rancho Cucamonga's website and accessed via https://www.dropbox.com/sh/4k4gdxhs4tpl 3c7/AAAdscMKMdW9WIQe725xWyU-a?dl=0 31. Roof access is required to be in accordance with Fire District Standard 5-6. The Standard has been uploaded to the Documents section. 32. Street address and unit/suite signage for commercial and industrial buildings are required to be in accordance with Fire District Standard 5-8. The Standard has been uploaded to the Documents section. 33. Fire apparatus access roads and emergency vehicle access is required to be identified with signs and/or other approved makings in accordance with Fire District Standard 5-1. A copy of the Standard has been uploaded to the Documents section. 34. Identification of fire protection systems and components, fire alarm systems and components, and equipment and devices associated with fire and life safety systems is required to be in accordance with Fire District Standards 5-5 and 5-10. The Standards have been uploaded to the Documents section. 35. Public and private fire service water mains, public and private hydrants, water control valves, fire sprinkler risers, fire department connections (FDCs), and other fire protection water related devices and equipment are required to be provided, designed, and installed in accordance with Fire District Standard 5-10. The Standard has been uploaded to the Documents section. Building and Safety Services Department Please be advised of the following Special Conditions www.CityofRC.us Printed:10/11/2021 Page 14 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE.&—as�- OAIS-4P121 v"M vni PRO IiECT: Building and Safety Services Department Please be advised of the following Special Conditions 1. When the Entitlement Review is approved submit complete construction drawings including structural calculations to Building and Safety for plan review in accordance with the current edition of the CA Building and Fire Codes including all local ordinances and standards. The structure is required to be equipped with automatic fire sprinklers. A soils report is required. Disabled access to the site and building must be provided in accordance to the State of California published thresholds at the time of plan check submittal. The maximum exit access travel distance shall be 400'. Connection to the public sewer will be required. Utility easements may be required if water and sewer are from 4th street to serve building 2. Grading Section Standard Conditions of Approval 1. Prior to issuance of a grading permit the precise grading and drainage plan shall follow the format provided in the City of Rancho Cucamonga handout"Information for Grading Plans and Permit". 2. Grading of the subject property shall be in accordance with current adopted California Building Code and/or the California Residential Code, City Grading Standards, and accepted grading practices. The Grading and Drainage Plan(s) shall be in substantial conformance with the approved conceptual Grading and Drainage Plan. 3. A soils report shall be prepared by a qualified Engineer licensed by the State of California to perform such work. Two copies will be provided at grading and drainage plan submittal for review. Plans shall implement design recommendations per said report. 4. The final Grading and Drainage Plan, appropriate certifications and compaction reports shall be completed, submitted, and approved by the Engineering Services Department prior to the issuance of building permits. 5. A separate Grading and Drainage Plan check submittal is required for all new construction projects and for existing buildings where improvements being proposed will generate 50 cubic yards or more of combined cut and fill. The Grading and Drainage Plan shall be prepared, stamped, and wet signed by a California licensed Civil Engineer prior to the issuance of a grading or building permit. 6. The applicant shall comply with the City of Rancho Cucamonga Dust Control Measures and place a dust control sign on the project site prior to the issuance of a grading permit. All dust control sign(s) shall be located outside of the public right of way. 7. If a Rough Grading and Drainage Plan/Permit are submitted to the Engineering Services Department for review, the rough grading plan shall be a separate plan submittal and permit from Precise Grading and Drainage Plan/Permit. www.CityofRC.us Printed:10/11/2021 Page 15 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE 90 2-amfiin nnA►LOM0�IS�iPP1Y TO Y-0I RR0 1E T_-cv-�v®.-v v r v Q+—.a Iry ■ Grading Section Standard Conditions of Approval 8. Prior to the issuance of a grading permit the applicant shall obtain written permission from the adjacent property owner(s) to construct wall(s) on property line(s) or provide a detail(s) showing the perimeter walls) to be constructed offset from the property line. 9. Prior to issuance of a grading permit the Final Grading and Drainage Plan shall show the accessibility path from the public right of way and the accessibility parking stalls to the building doors in conformance with the current adopted California Building Code. All accessibility ramps shall show sufficient detail including gradients, elevations, and dimensions and comply with the current adopted California Building Code. 10. The Grading and Drainage Plan shall implement City Standards for on-site construction where possible, and shall provide details for all work not covered by City Standard Drawings. 11. Prior to issuance of a grading permit the grading plan shall show that all manufactured slopes shall be a minimum 2-foot offset from the public right of way, permitted line, or the adjacent private property. All slope offsets shall meet the requirements of the current adopted California Building Code. 12. Prior to issuance of a grading permit, the grading and drainage plan shall show the maximum parking stall gradient at 7 percent. Accessibility parking stall grades shall be constructed per the, current adopted California Building Code. 13. The applicant shall provide a grading agreement and grading bond for all cut and fill combined exceeding 5,000 cubic yards prior to issuance of a grading permit. The grading agreement and bond shall be approved by the Engineering Services Department. 14. The final grading and drainage plan shall show existing topography a minimum of 100-feet beyond project boundary. 15. This project shall comply with the accessibility requirements of the current adopted California Building Code. www.CityofRC.us Printed:10/11/2021 Page 16 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE� �� � �r= a^0ArO�Tl�1J11 Z AQ06Y TG�—Y�—.a.�� ,..,® Grading Section Standard Conditions of Approval 16. Grading Inspections: a) Prior to the start of grading operations the owner and grading contractor shall request a pre-grading meeting. The meeting shall be attended by the project owner/representative, the grading contractor and the Building Inspector to discuss about grading requirements and preventive measures, etc. If a pre-grading meeting is not held within 24 hours from the start of grading operations, the grading permit may be subject to suspension by the Building Inspector; b) The grading contractor shall call into the City of Rancho Cucamonga Building and Safety Department at least 1 working day in advance to request the following grading inspections prior to continuing grading operations: i) The bottom of the over-excavation; ii) Completion of Rough Grading, prior to issuance of the building permit; iii) At the completion of Rough Grading, the grading contractor or owner shall submit to the Permit Technicians (Building and Safety Front Counter) an original and a copy of the Pad Certifications to be prepared by and properly wet signed and sealed by the Civil Engineer and Soils Engineer of Record; iv) The rough grading certificates and the compaction reports will be reviewed by the Associate Engineer or a designated person and approved prior to the issuance of a building permit. 17. Prior to approval of the final project-specific water quality management plan the applicant shall have a soils engineer prepare a project-specific infiltration study for the project for the purposes of storm water quality treatment. The infiltration study and recommendations shall follow the guidelines in the current adopted "San Bernardino County Technical Guidance Document for Water Quality Management Plans". Note: As this project has been previously graded and the site soils have been compacted for building pads and parking lot purposes, the use of the Custom Soil Resource Report for San Bernardino County Southwestern Part by the United States Department of Agriculture, Natural Resource Conservation Service for natural soils is not acceptable for soil groundwater infiltration rates. 18. Grading Inspections: a) Prior to the start of grading operations the owner and grading contractor shall request a pre-grading meeting. The meeting shall be attended by the project owner/representative, the grading contractor and the Building Inspector to discuss about grading requirements and preventive measures, etc. If a pre-grading meeting is not held within 24 hours from the start of grading operations, the grading permit may be subject to suspension by the Building Inspector; b) The grading contractor shall call into the City of Rancho Cucamonga Building and Safety Department at least 1 working day in advance to request the following grading inspections prior to continuing grading operations: i) The bottom of the over-excavation; ii) Completion of Rough Grading, prior to issuance of the building permit; iii) At the completion of Rough Grading, the grading contractor or owner shall submit to the Permit Technicians (Building and Safety Front Counter) an original and a copy of the Pad Certifications to be prepared by and properly wet signed and sealed by the Civil Engineer and Soils Engineer of Record; iv) The rough grading certificates and the compaction reports will be reviewed by the Associate Engineer or a designated person and approved prior to the issuance of a building permit. www.CityofRC.us Printed:10/11/2021 Page 17 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE AMU� CDAID Tl A4PPL4 TO Y01!H PRQJECT-- Grading Section Standard Conditions of Approval 19. Prior to issuance of a grading or building permit, the permitted grading plan (or architectural site plan) set shall show in each of the typical sections and the plan view show how the separations between the building exterior and exterior ground surface meet the requirements of Sections CBC 1804.3/CRC R401.3, CBC2304.11.2.2/CRC R317.1(2) and CBC2512.1.2/CRC R703.6.2.1 of the current adopted California Building Code/Residential Code. 20. Prior to issuance of a grading permit, the applicant shall obtain a signed and notarized letter from the adjacent property owner(s) for ALL work proposed on the adjacent property. The letter shall be scanned and pasted onto the permitted grading plan set. The letter shall show on either the title sheet or a detail sheet of the grading and drainage plan set. 21. Prior to approval of the project-specific storm water quality management plan, the applicant shall submit to the City Engineer, or his designee, a precise grading plan showing the location and elevations of existing topographical features, and showing the location and proposed elevations of proposed structures and drainage of the site. 22. A drainage study showing a 100-year, AMC 3 design storm event for on-site drainage shall be prepared and submitted to the Engineering Services Department for review and approval for on-site storm water drainage prior to issuance of a grading permit. The report shall contain water surface profile gradient calculations for all storm drain pipes 12-inches and larger in diameter. All reports shall be wet signed and sealed by the Engineer of Record. In addition, the project specific drainage study shall provide inlet calculations showing the proper sizing of the water quality management plan storm water flows into the proposed structural storm water treatment devices. 23. Prior to issuance of a grading permit the applicant shall show on the site plan and the permitted grading plan set for non-residential projects the designated parking for clean air vehicles per the current adopted California Green Building Standards Code, section 5.106.5.2. 24. DESIGN ISSUE: The conceptual grading and drainage plan shows an area within the parking lot and fire lane where storm water will be ponding. Prior to the issuance of a grading permit the civil engineer of record shall submit a set of grading plans to the City of Rancho Cucamonga Building and Safety Department Fire Construction Services to review the plans and provide a maximum ponding depth of the storm water retention. 25. Private sewer, water, and storm drain improvements will be designed per the latest adopted California Plumbing Code. Private storm drain improvements shall be shown on the grading and drainage plan. 26. Prior to the issuance of the Certificate of Occupancy or final sign off by the Building Inspector the engineer of record shall certify the functionality of the storm water quality management plan (WQMP) storm water treatment devices and best management practices (BMP). 27. Prior to approval of the Water Quality Management Plan (WQMP), the WQMP shall include a copy of the project Conditions of Approval. www.CityofRC.us Printed:10/11/2021 Page 18 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE 9UME-i r'nAl—pizi ARR-1 v TO vn►IQ PRO IFZrrT' Grading Section Standard Conditions of Approval 28. Reciprocal access easements for all parcels and maintenance agreements ensuring joint maintenance of all storm water quality structural/treatment devices and best management practices (BMP) as provided for in the project's Storm Water Quality Management Plan, shall be provided for by CC&R's or deeds and shall be recorded prior to the approval of the Water Quality Management Plan. Said CC&R's and/or deeds shall be included in the project site specific Storm Water Quality Management Plan (WQMP) document prior to approval of the WQMP document and recording of the Memorandum of Agreement of Storm Water Quality Management Plan. 29. The Preliminary Water Quality Management Plan (PWQMP) has been deemed "Acceptable". Prior to the issuance of a grading permit a final project-specific Water Quality Management Plan shall be submitted for review and approval by the Building Official. 30. Prior to the issuance of a Grading Permit the City of Rancho Cucamonga's "Memorandum of Agreement of Storm Water Quality Management Plan" shall be submitted for review and approval by the Building Official and recorded with the County Recorder's Office. 31. Prior to issuance of a Grading Permit the applicant shall obtain a Waste Discharge Identification Number (WDID). The WDID number shall also be shown on the WQMP Site and Drainage Plan document. 32. The applicant shall provide a copy of a completed EPA Form 7520-16 (Inventory of Injection Wells) for each underground infiltration device, with the Facility ID Number assigned, to the Engineering Services Department prior to issuance of the Grading Permit and/or approval of the project-specific Water Quality Management Plan. A copy of EPA Form 7520-16 shall be scanned and pasted onto the permitted grading plan set, and a copy of said form shall be included in the project-specific Water Quality Management Plan. 33. The land owner shall provide an inspection report by a qualified person/company on a biennial basis for the Class V Injection Wells/underground infiltration chambers to the City of Rancho Cucamonga Environmental Program Manager. The land owner shall maintain on a regular basis all best management practices (BMP"s) as described in the Storm Water Quality Management Plan (WQMP) prepared for the subject project. All costs associated with the underground infiltration chamber are the responsibility of the land owner. 34. The land owner shall provide an inspection report on a biennial basis for the structural storm water treatment devices, commonly referred to as BMPs, to the City of Rancho Cucamonga Environmental Program Manager. The land owner shall maintain on a regular basis as described in the Storm Water Quality Management Plan prepared for the subject project. All costs associated with the underground infiltration chamber are the responsibility of the land owner. 35. The land/property owner shall follow the inspection and maintenance requirements of the approved project specific Water Quality Management Plan and shall provide a copy of the inspection reports on a biennial basis to the City of Rancho Cucamonga Environmental Program Manager. www.CityofRC.us Printed:10/11/2021 Page 19 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE.ME2�i��}fi���^OUDITl�1NS RIPPLY Tel--Y-(��R PR0J�6T; Grading Section Standard Conditions of Approval 36. The Site and Drainage Plan in the final project-specific Water Quality Management Plan shall show the locations of all roof downspout drains. if required for storm water quality purposes, the downspouts shall include filters. 37. The final project-specific water quality management plan (WQMP) shall include executed maintenance agreements along with the maintenance guidelines for all proprietary structural storm water treatment devices (BMP's). In the event the applicant cannot get the proprietary device maintenance agreements executed prior to issuance of a grading permit, the applicant is required to submit a letter to be included within the WQMP document, and scanned and pasted onto the Site and Drainage Plan which states that prior to issuance of a certificate of occupancy with applicant shall enter into a contract for the maintenance of the proprietary storm water treatment device. If the proprietary storm water treatment device is part of a residential subdivision, prior to the sale of the residential lot, the developer shall include maintenance agreement(s) as part of the sale of the residential lot to the buyer. A copy of the maintenance agreements to be included in the sale of the property shall be included within the WQMP document. 38. Prior to issuance of a grading permit and approval of the project specific water quality management plan all private storm water catch basin inlets shall include insert filters to capture those pollutants of concern as addressed in the in the final project-specific water quality management plan (WQMP). At a minimum catch basin insert filters to capture trash and other floating debris. All catch basin insert filters shall be maintained on a regular basis as described in the "Inspection and Maintenance Responsibility for Post Construction BMP" section of the final project-specific water quality management plan. 39. Prior to issuance of a grading permit the Final Project-Specific Water Quality Management Plan shall include a completed copy of "Worksheet H: Factor of Safety and Design Infiltration Worksheet" located in Appendix D "Section VII — Infiltration Rate Evaluation Protocol and Factor of Safety Recommendations, ..." of the San Bernardino County Technical Guidance Document for Water Quality Management Plans. The infiltration study shall include the Soil Engineer's recommendations for Appendix D, Table VII.3: Suitability Assessment Related Considerations for Infiltration Facility Safety Factors". 40. Prior to approval of the final project-specific water quality management plan the applicant shall have a soils engineer prepare a project-specific infiltration study for the project for the purposes of storm water quality treatment. The infiltration study and recommendations shall follow the guidelines in the current adopted "San Bernardino County Technical Guidance Document for Water Quality Management Plans". 41. The final project-specific Water Quality Management Plan (WQMP) may be prepared as a Phased WQMP and shall include all phases of the project. Construction of the storm water treatment structural devices may be constructed as construction progresses. 42. The subject project, shall accept all existing off-site storm water drainage flows and safely convey those flows through or around the project site. If existing off-site storm water drainage flows mix with any on-site storm water drainage flows, then the off-site storm water drainage flows shall be treated with the on-site storm water drainage flows for storm water quality purposes, prior to discharging the storm water drainage flows from the project site. www.CityofRC.us Printed:10/11/2021 Page 20 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE���+n����►� GOA►OITIQAtS-4PPI To Y-ouR i2Ra mrT: ®rSiS V^Y P!!@ ��!@ Grading Section Standard Conditions of Approval 43. Prior to the issuance of a certificate of occupancy by the Building Official, or his designee, the civil engineer of record shall file a Water Quality Management Plan (WQMP) Post Construction Storm Water Treatment Devices As-Built Certificate with the Environmental Programs Coordinator, City of Rancho Cucamonga Engineering Services Department. 44. As the use of drywells are proposed for the structural storm water treatment device, to meet the infiltration requirements of the current Municipal Separate Storm Sewers Systems (MS4) Permit, adequate source control and pollution prevention control BMPs shall be implemented to protect groundwater quality. The need for pre-treatment BMPs such as sedimentation or filtration shall be evaluated prior to infiltration and discussed in the final project-specific Water Quality Management Plan document. www.CityofRC.us Printed:10/11/2021 Page 21 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map ALL OF THE G CnnmM_ _Q -S epai�r -rn Y_ auR vRnJE=rT- Grading Section Standard Conditions of Approval 45. GROUND WATER PROTECTION: Prior to approval of the final project specific water quality management plan (WQMP), the WQMP document shall meet the requirements of the State Water Resources Control Board Order No. R8-2010-0036 (NPDES No. CAS 618036), the San Bernardino County Municipal Separate Storm Sewers Separation (MS4) Permit reads: Section XI.D(Water Quality Management Plan Requirements).8(Groundwater Protection): Treatment Control BMPs utilizing infiltration [exclusive of incidental infiltration and BMPs not designed to primarily function as infiltration devices (such as grassy swales, detention basins, vegetated buffer strips, constructed wetlands, etc.)] must comply with the following minimum requirements to protect groundwater: a. Use of structural infiltration treatment BMPs shall not cause or contribute to an exceedance of ground water quality objectives. b. Source control and pollution prevention control BMPs shall be implemented to protect groundwater quality. The need for pre-treatment BMPs such as sedimentation or filtration should be evaluated prior to infiltration. c. Adequate pretreatment of runoff prior to infiltration shall be required in gas stations and large commercial parking lots. (NOTE: The State Water Quality Control Board defines a large commercial parking lot as `100,000 sq. ft. or more of commercial development to include parking lot (with 100 or more vehicle traffics), OR, by means of 5,000sgft or more of allowable space designated for parking purposes'). d. Unless adequate pre-treatment of runoff is provided prior to infiltration structural infiltration treatment BMPs must not be used for areas of industrial or light industrial activity{77}, areas subject to high vehicular traffic (25,000 or more daily traffic); car washes; fleet storage areas; nurseries; or any other high threat to water quality land uses or activities. e. Class V injection wells or dry wells must not be placed in areas subject to vehicular repair or maintenance activities, such as an auto body repair shop, automotive repair shop, new and used car dealership, specialty repair shop (e.g., transmission and muffler repair shop) or any facility that does any vehicular repair work. f. Structural infiltration BMP treatment shall not be used at sites that are known to have soil and groundwater contamination. g. Structural infiltration treatment BMPs shall be located at least 100 feet horizontally from any water supply wells. h. The vertical distance from the bottom of any infiltration structural treatment BMP to the historic high groundwater mark shall be at least 10-feet. Where the groundwater basins do not support beneficial uses, this vertical distance criteria may be reduced, provided groundwater quality is maintained. i. Structural infiltration treatment BMPs shall not cause a nuisance or pollution as defined in Water Code Section 13050. www.CityofRC.us Printed:10/11/2021 Page 22 of 23 Project#: DRC2020-00202 DRC2020-00213, DRC2020-00265, DRC2020-00266, DRC2020-00267, DRC2020-00312, DRC2021-00180, SUBTPM20271 Project Name: EDR - Bridge Point Rancho Cucamonga Location: 12434 4TH ST- 022928350-0000 Project Type: Design Review Development Agreement, General Plan Amendment, Sign Permit Notice of Filing, Tentative Parcel Map, Tree Removal Permit, Zoning Map .AmALL OF THE F-00-ahr&r. r QAI�IJTJG��J�-APPLY TO-YOUR PJRO.I =CT--®.®Q.�...,,, o..�.„ Gradinq Section Standard Conditions of Approval 46. Prior to issuance of a grading permit for non-residential projects the applicant shall show on the electrical plans and the permitted grading plan set the location for a future installation of an Electric Vehicle (EV) charging station/parking area per the current adopted California Green Building Standards Code, section 5.106.5.3. www.CityofRC.us Printed:10111/2021 Page 23 of 23