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HomeMy WebLinkAbout43-Development Services ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: James Funk, Director Subject: Development Agreement Nos. 05- 01, 05-02, 05-03, and 05-04 related to the San Bernardino International Trade Center Specific Plan. Dept: Development Services Date: September 27,2005 MCC Date: October 17, 2005 Synopsis of Previous Council Action: None Recommended Motion: That the hearing be closed and the Mayor and Common Council adopt the resolution authorizing the execution of Development Agreement Nos. 05-01, 05-02, 05-03, and 05-04. WWut.AA C Jr James nk Contact person: V~lf'rif' r R"",,> rity Pbnnf'r Phone: 'i0'i7 Supporting data attached: Staff Report & Resolutions Ward: FUNDING REQUIREMENTS: Amount: N/A Source: (Acct. No.) (Acct. Description) Finance: Council Notes: fp. :AD()5-~ 360 Agenda Item No. LIS I 10 f 11 j DS- CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT SUBJECT: Owners/Applicants: Don Rogers San Bernardino International Airport Authority/ Inland Valley Development Agency 294 S. Leland Norton Way, Suite 1 San Bernardino, Ca 92408 909.382.4100 Scott Limbacher Stater Bros. Markets 21700 Barton Road Colton, Ca 92324 909.783.5277 John Magness Hillwood Development 105 N. Leland Norton Way, Suite 3 San Bernardino, CA 92408 909. 382.0033 BACKGROUND The San Bernardino International Airport Authority (SBlAA), the Inland Valley Development Agency (IVDA), Stater Bros. Markets, and Hillwood Development are requesting four separate Development Agreements to provide assurances that the land uses currently allowed under the San Bernardino International Trade Center Specific Plan (SBITC SP) and the General Plan will not be changed and development will be allowed to proceed. The Development Agreements are summarized as follows: Development Agreement No.1 - This Agreement is between the IVDA, Hillwood Development, and the City. It includes approximately 180 acres and includes the area bounded by 3rd Street, Tippecanoe Avenue, Harry Sheppard Boulevard, and Del Rosa Avenue; the former Base Exchange and NCO Club, located east of Del Rosa Avenue, south of3rd Street; and the former Palm Meadows Golf Course and a triangular parcel south of Palm Meadows Drive (Exhibit 1). Development Agreement No.2 - This Agreement is between the IVDA, SBIAA, Stater Bros. Markets, and the City. It includes approximately 163 acres of the proposed Stater Bros. Markets Distribution Center Project located east of Tippecanoe, south of Harry Sheppard Boulevard (Exhibit 2). Development Agreement No.3 - This Agreement is between Hillwood Development and the City. It includes approximately 45 acres, which is the Pep Boys Distribution Center and expansion area (Exhibit 3). Development Agreement No.4 - This Agreement is between Hillwood Development and the City. It includes approximately 15 acres located at the northwest comer of Tippecanoe Avenue and Mill Street, directly south of the Pep Boys Distribution Center (Exhibit 4). Please refer to the Planning Commission staff report (Exhibit 5) for a complete discussion. At their meeting of October 4,2005, the Planning Commission unanimously recommended approval. Commissioners Brown, Coute, DUIT, Enciso, Heasley, Morris, Powell, and Sauerbrun voted in favor of the motion. FINANCIAL IMPACT None; the applicants paid the applicable processing fees. RECOMMENDATION Staff recommends that the Mayor and Common Council adopt the resolution authorizing the execution of Development Agreement Nos. 05-01, 05-02, 05-03, and 05-04. Exhibits: 1 2 Planning Commission Staff Report dated October 4,2005 Resolution and Development Agreement Nos. 05-01, 05-02,05-03, and 05-04 RESOLUTION NO. t ({J) lPlf 2 3 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING AND AUTHORIZIN THE EXECUTION OF DEVELOPMENT AGREEMENT NOS. 05-01, 05-02, 5-03, AND 05-0 RELATED TO THE SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFI PLAN. 4 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. RECITALS. 8 9 A. WHEREAS, the Mayor and Common Council adopted the General Plan for the City 0 10 San Bernardino by Resolution No. 89-159 on June 2, 1989; and II B. WHEREAS, the General Plan made provisions for the adoption of developmen 12 agreements and development plans to further implement the goals, objectives and policies; and 13 C. WHEREAS, Development Agreement Nos. 05-01, 05-02, 05-03, and 05-04 will vest th 14 15 developers with the right to develop the subject properties in accordance with the San Bernardin 16 International Trade Center Specific Plan; and 17 D. WHEREAS, in 1996, the Mayor and Common Council certified a Final Environmenta 18 Impact Report (1996 FEIR), adopted Facts, Findings, and a Statement of Overriding Consideration 19 20 adopted a Mitigation Monitoring and Reporting Plan, and adopted General Plan Amendment No. 95-03 21 and Specific Plan No. 95-01, the San Bernardino International Trade Center Specific Plan, for the non 22 airport portions offormer Norton A.F.B.; and 23 E. WHEREAS, on October 17, 2005, the Mayor and Common Council certified a Fina 24 25 Subsequent Environmental Impact Report, adopted Facts, Findings, and a Statement of Overridin 26 Considerations, adopted a Mitigation Monitoring and Reporting Plan, certified the Traffic Impac 27 Analysis, and adopted General Plan Amendment No. 05-08 and Specific Plan Amendment No. 05-01 28 AID, if 3 J 0 J I7frr;- 2 and approved Development Permit II No. 05-49 and Tentative Parcel Map No. 17235 related to th Stater Bros. Markets Distribution Center Project; and F. WHEREAS, the Planning Commission conducted a noticed public hearing on October 4 2005 in order to receive public testimony and written and oral comments on said Developmen Agreements; and 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 H. WHEREAS, the Planning Commission, after receiving public testimony, recommende approval of said Development Agreements; and I. WHEREAS, the Mayor and Common Council conducted a noticed public hearing 0 October 17, 2005 and fully reviewed and considered Development Agreement Nos. 05-01, 05-02, 05-03 and 05-04, the Planning Division staff reports, and the recommendation of the Planning Commission. SECTION II. DEVELOPMENT AGREEMENT FINDINGS BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of Sa Bernardino that: A. Said Development Agreements are not in conflict with the goals, objectives and policies of the General Plan. B. B. Said Development Agreements are consistent with the Development Code. Said Development Agreements will promote the welfare and public interest of the City. SECTION III. DEVELOPMENT AGREEMENT ADOPTION 23 24 BE IT FURTHER RESOLVED by the Mayor and Common Council that: A. Said Development Agreements are hereby adopted and will govern the development within the San Bernardino International Trade Center Specific Plan Area as specifically described in th said Development Agreements labeled Attachments A through D, copies of which are attached an incorporated herein by reference. 25 26 27 28 2 B. The Mayor is hereby authorized and directed to execute, on behalf of the City, said 2 Development Agreements. Said Development Agreements are legislative acts subject to referendum. 3 c. The authorization to execute said Development Agreements is rescinded if the parties to 4 the agreements fail to execute them within sixty (60) days of the passage of the Resolution. 5 SECTION IV. NOTICE OF DETERt\.lINA TION (, 7 The Planning Division is hereby directed to file a Notice of Determination with the County Cler 8 of the County of San Bemardino certifying the City's compliance with the Califomia Environrnenta 9 Quality Act. 10 SECTION V. RECORDATION ]] ! I The applicant/party in interest shall record said Development Agreements in the Office of th 12 i I County Recorder no later than tcn (10) days after it is executcd by the parties. 1.3 iJ ! II/I!II I I i 5 1IIIIil 16 ] 7 18 19 20 2] 22 23 24 25 26 27 28 3 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING AND AUTHORIZIN THE EXECUTION OF DEVELOPMENT AGREEMENT NOS. 05-01, 05-02, 05-03, AND 05-0 2 RELATED TO THE SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFI PLAN. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common 5 Council of the City of San Bernardino at a meeting thereof, held on the day of 6 7 Council Members: 8 ESTRADA 9 10 LONGVILLE ]1 MCGINNIS ]2 DERRY 13 KELLEY ]4 JOHNSON ]5 16 MC CAMMACK ]7 18 ,2005, by the following vote to wit: Ayes Nays Abstain Absent 19 20 Rachel G. Clark, City Clerk 21 The foregoing resolution is hereby approved this day of ,2005. 22 23 24 Judith Valles, Mayor City of San Bernardino 25 Approved as to form and Legal Content: 26 J ; 1'':;'Z,h'~ 27 28 4 OFFICE OF THE CITY CLERK RACHEL G. CLARK, C.M.C. - CITY CLERK 300 North "D" Street. San Bernardino. CA 92418-0001 909.384.5002. Fax: 909.384.5158 www.sbcity.org SM October 21, 2005 Mr. Scott Limbacher Stater Bros. Markets 21700 Barton Road Colton, CA 92324 Dr. Mr. Limbacher: At the Mayor and Common Council meeting held on October 17, 2005, the following action was taken relative to Development Agreement Nos. 05-01, 05-02, 05-03 and 05-04 and the San Bernardino International Trade Center: The hearing was closed; and said resolution (2005-360) was adopted, as amended. If we can be of further assistance, please do not hesitate to contact this office. Sincerely, ~ City Clerk /;J.~ RGC:lls cc: Development Services Don Rogers, San Bernardino International Airport Authority, Inland Valley Development Agency, 294 S. Leland Norton Way, Suite 1, San Bernardino, CA 92408 John Magness, Hillwood Development, 105 N. Leland Norton Way, Suite 3, San Bernardino, CA 92408 1t~3 CITY OF SAN BERNARDINO ADOPTED SHARED VALUES: Integrity. Accountability. Respect for Human Dj Recording Requested By and Mail To: ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) DOr~ o $"- 6\ City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 When Recorded, Mail To: DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND HILL WOOD/SAN BERNARDINO, LLC - c::::> ::::.:l c::::> en m C) ("') C':"') m -t :< rn ..... 0 I ("') ::?:. ::j :::u:: -< "9 ('") .. N ~ C1\ .~. -:;<: Mr. James F. Penman, Esq. Office of the City Attorney City Hall, Sixth Floor 300 North "D" Street San Bernardino, CA 92418 This Development Agreement Between the City of San Bernardino and Hillwood/San Bernardino, LLC (this "Agreement") is entered into by the City of San Bernardino, California, a municipal corporation (the "City") and Hillwood/San Bernardino, LLC, a Delaware limited liability company ("Hill wood"), regarding the development of real property in the City, to be effective as of the Effective Date (hereinafter defined). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Hillwood agree as follows: 1. RECITALS. This Agreement is entered into with reference to the following facts: 1. I The Master DDA. Hillwood and Inland Valley Development Agency ("IVDA") entered into a Master Disposition and Development Agreement effective November 6, 2002 (as amended, the "Master DDA"). Pursuant to the Master DDA, Hillwood has the right to develop certain land in the former Norton Air Force Base described in the attached Exhibit A (the "DDA Land"). Hillwood already has developed on the DDA Land an approximate 1,200,000 square foot distribution facility for MatteI and an approximate 600,000 square foot distribution facility for Pep Boys. The IVDA is the owner of the DDA Land that is subject to the Master DDA, except as referenced in Sections 1.3 and 1.4 below. Hillwood is negotiating for the development of specific other projects and intends to develop further projects, exceeding development benchmarks under the Master DDA (the "Hill wood Projects"). 1.2 Stater Bros. Stater Bros. Markets, a California corporation ("Stater Bros."), desires to develop (a) approximately 90 acres of the DDA Land described on the attached Exhibit B (the "Stater Bros. DDA Parcel"), and (b) and an additional adjoining sixty-five (65) acres #43 J [) ) rll () ~ Development Agreement between CIty and Developer No I CHIP \ 12 Fll1al Rev 10 l10S oor (together with the Stater Bros. DDA Parcel, the "Stater Bros. Proiect Site") for a new company headquarters and consolidated distribution facility costing in excess of $160,000,000 (the "Stater Bros. Proiect"). In order for Stater Bros. to be able to develop the Stater Bros. Project on the Stater Bros. Project Site, Hillwood must surrender its development rights under the Master DDA on the Stater Bros. DDA Parcel and designate Stater Bros. as the entity to which IVDA is authorized to convey the Stater Bros. DDA Parcel. The loss of the development rights of Hillwood to of the Stater Bros. DDA Parcel affects the land inventory under the Master DDA which can be developed by Hillwood. Hillwood is not being compensated by Stater Bros. for the full value of the loss of such development rights but is willing to accept such less than full value to facilitate the development of the Stater Bros. Project, provided that it obtains, among other items, the benefits of this Agreement. Accordingly, in order to accept such loss of land inventory, Hillwood must have assurances of the certainty of certain existing development rights on the remainder of the DDA Land. That is the purpose of this Agreement and the Other Development Agreements (hereinafter defined). Hillwood would not surrender such development rights without assurances, in addition to such development rights certainty on the remainder of the DDA Land, that the Stater Bros. Project, in fact, would be developed and constructed. Accordingly, (a) Hillwood and Stater Bros. have entered into an agreement pursuant to which Hillwood has agreed to designate Stater Bros. to acquire the portion of the Stater Bros. Project Site under the Master DDA subject to certain conditions being satisfied, one of which is the execution of this Agreement and the Other Development Agreements, and (b) IVDA and Stater Bros have entered into an Owner Participation Agreement dated June 14, 2004, pursuant to which IVDA will convey to Stater Bros. a portion of the DDA Land and other parcels and Stater Bros. has committed to develop the Stater Bros. Project (the "OP A"). 1.3 Prior Hillwood Take-Down Parcels. IVDA has conveyed certain parcels within the DDA Land at the direction of Hillwood pursuant to the Master DDA. Those parcels are: 1.3.1 The parcel described in the attached Exhibit C (the "MatteI Parcel") currently owned by Tec Parc Land, L.P., a California limited partnership (the "MatteI Parcel Owner"); 1.3.2 The parcel described in the attached Exhibit D (the "Pep Boys Parcel") currently owned by Westgate No.1, L.P. (this "Pep Boys Parcel Owner"); and 1.3.3 The parcel adjacent to the Pep Boys Parcel that is described in the attached Exhibit E (the "Pep Boys Adjacent Parcel") currently owned by Westgate No.2, L.P. (the "Pep Boys Adjacent Parcel Owner"). 1.4 The Golf Course. A portion of the DDA Land consists of the former Palm Meadows Golf Course generally located south of the San Bernardino International Airport and described in the attached Exhibit F (the "Golf Course Parcel"). IVDA has the legal right to acquire and is in the process of acquiring the Golf Course Parcel from the United States of America (pursuant to IVDA's rights in connection with the closing of the former Norton Air Force Base), but such conveyance has not yet occurred. When the IVDA does acquire 2 Development Agreement between City and Develoner No.1 CHIP v 12 Fin"1 R~v I () 1.1(1<; nnr the Golf Course Parcel, it will own the Golf Course Parcel subject to the Master DDA, as such parcel is part of the DDA Land. 1.5 Other Development Agreements. It is the intent of the City and Hillwood that the DDA Land, the Stater Bros. Project Site, the Pep Boys Parcel and the Pep Boys Adjacent Parcel receive the benefits of the Vested Provisions (hereinafter defined). Except as provided below, this Agreement applies to the DDA Land, except for the MatteI Parcel, the Stater Bros. DDA Parcel, the Pep Boys Parcel and the Pep Boys Adjacent Parcel. Other Development Agreements executed as of the Effective Date will cause the Vested Provisions to be applicable to the Stater Bros. Project Site (which includes the Stater Bros. DDA Land), the Pep Boys Parcel and the Pep Boys Adjacent Parcel (the "Other Development Agreements"). In the event that IVDA, after conveying the Stater Bros. Project Site to Stater Bros., again becomes the owner of the Stater Bros. Project Site, (a) IVDA and Hillwood have agreed that the Stater Bros. Project Site will be part of the DDA Land and subject to the Master DDA, and (b) this Agreement then shall apply to the Stater Bros. Project Site, with the Stater Bros. Project Site being subject to and benefited by this Agreement. 1.6 Development Agreement Purpose. The City and Hillwood desire to enter into this Agreement in order to facilitate and encourage the pursuit and development of the Stater Bros. Project and future Hillwood Projects (collectively, the "Projects") and to establish certainty in the development process for Projects on the Property (hereinafter defined). 1.7 Code Authorization and Acknowledgements. The City is authorized pursuant to California Government Code Sections 65864 through 65869.5, (the "California Development Agreement Legislation") to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty in the development process. The City enters into this Agreement pursuant to the California Development Agreement Legislation and pursuant to City Code Chapter 19.40 (hereinafter defined). 1. 7.1 This Agreement constitutes a current exercise of the City's police powers to provide certainty to Hillwood in the development approval process and the development of the Property by vesting certain permitted land uses and development criteria described in the Specific Plan (hereinafter defined) and certain other matters set forth in this Agreement in exchange for significant public benefits the City would receive if the Stater Bros. Project is developed as provided in the OP A and if the Property is developed by Hillwood as contemplated in the Master DDA. 1.7.2 This Agreement is granted in consideration of Stater Bros. entering into the OPA and of the significant public benefits that could be derived from the development of the Property and the DDA Land, including the development of the Projects acting as a potentially significant catalyst for the development of other properties within the IVDA redevelopment area within the City, as well as: (a) mitigating blight currently existing in such area, (b) creating new employment opportunities within the region; (c) contributing to the expansion and/or extension of public services and utilities; and (d) otherwise resulting in the benefits provided for in 3 Development Agreement between Citv and Developer No. I CHIP v 12 Final Rev] n I ,n, nor the Master DDA, including the Projects. The City acknowledges that each of these potential benefits independently provides sufficient public benefits to justify this Agreement. The City further acknowledges that a significant benefit arising from the Projects includes the potential additional tax increment revenues from the Projects and the remainder of the IVDA redevelopment area in the City which could be more rapidly developed due to the development of the Property. 1.8 General Plan Compliance. In connection with the approval of the Specific Plan and certification of the environmental impact report (the "EIR") prepared in connection with the Specific Plan, the Common Council of the City (the "Council") made findings that the Specific Plan and the project are consistent with the City General Plan and City Code Chapter 19.40. The "project" analyzed by the ElR included development as set forth in the Specific Plan. No challenges were made to the determination of the General Plan and Specific Plan consistency. The certification of the EIR and the approval of the Specific Plan by the City included a determination of General Plan consistency. Such consistency finding included a determination that the Specific Plan and the project complied with General Plan Goal 1 B, Goal 1 G(b) and Goal I I. In addition, a General Plan consistency determination was made in connection with subsequent amendments to the Specific Plan. 1.9 Development Agreement Findings. This Agreement is consistent with the City General Plan, the Specific Plan and the City Development Code and will promote the welfare and public interest of the City. Further, the Council makes the following findings and confinns compliance with City Code Chapter 19.40: 1.9.1 Hillwood has requested and applied through the Director of the City's Development Services Department (the "Director") to enter into this Agreement, and IVDA have joined in such application; 1.9.2 Hillwood and IVDA have the legal or equitable ownership interest III the Property, and the Property exceeds one acre in size; 1.9.3 Hillwood's application to enter into this Agreement has been made on forms approved, and contains all information required, by the Director; 1.9.4 The status of Hillwood and IVDA as owners of, or holders oflegal or equitable interests in, the Property has been established to the satisfaction of the Director; 1.9.5 Hillwood's application was accompanied by the fee established pursuant to Chapter 19.32 (Application and Fees) and all other lawfully required documents, materials and information; 1.9.6 The Director received, reviewed and processed Hillwood's application for consideration by the Planning Commission of the City (the "Planning Commission"), and the Council and has recommended that the Commission and the Council approve Hillwood's application and the City entering into of this Agreement; 4 Development Agreement between City and Developer No. I CHIP vl2 Final Rev IOI305.DOC 1.9.7 The City has complied with all requirements of the California Environmental Quality Act ("CEQA") and all other applicable laws in the approval of this Agreement and adopting the Resolution (hereinafter defined). 1.9.8 All other requirements under applicable law have been satisfied by Hillwood or the City with respect to this Agreement. 1.10 Planning Commission and Common Council Hearings. On October 4, 2005, the Planning Commission, after giving the notice required by law, held a public hearing to consider the application for adoption of this Agreement. At the conclusion of the public hearing, the Planning Commission recommended to the Council that this Agreement be adopted as proposed. On October 17, 2005, the Council, after providing notice as required by law, held a public hearing to consider the application for adoption of this Agreement. The Resolution was adopted by the City in accordance with the requirements and procedures sct forth in Section 19.40.030 of City Code Chapter 19.40, approving the application for adoption of this Agreement, authorizing execution of this Agreement by the Mayor of the City and setting forth findings (with supporting facts) referenced in Section 1.9 above. 1.11 City Resolution. On October 17, 2005, the Council adopted Resolution No. _ (the "Resolution") approving this Agreement. The Resolution became effective on , 2005 (the "Effective Date"). 1.12 City Code Chapter 19.40 Mandatory Contents. This Agreement does contain the provisions required by Section 19.40.040 (1) of the City Code Chapter 19.40, as follows (paragraph references are to said Section 19.40.040 (1)): 1.12.1 Duration - see Section 3.2 of this Agreement; 1.12.2 Uses, density, intensity, height and size - see Sections 3.3 and 3.4 and Exhibit G of this Agreement; 1.12.3 No reservation or dedication of land for public purposes IS contained In this Agreement; 1.12.4 No protection against fee increases - see Section 3.4.2(a)(ii) of this Agreement; 1.12.5 Tiered amendment process - see Section 7.2 of this Agreement; and 1.12.6 Health and safety exception - see Section 3.4.2(b) of this Agreement. 2. CERTAIN DEFINITIONS. In this Agreement, unless the context requires otherwise (and in addition to other defined tenns in this Agreement): 2.1 "City Code Chapter 19.40" means Chapter 19.40 of the City Development Code in effect as of the Effective Date. 5 Development Agreement bctween City and Dcvelopcr No. I CHIP vl2 Final Rev IOI305.DOC 2.2 "General Plan" means the San Bernardino City General Plan in effect as of the Effective Date. 2.3 "Hill wood Assignee" means a Person (a) to whom Hillwood (or a Hillwood Assignee) expressly assigns its rights and obligations under this Agreement, and (b) who either is a "Hillwood Affiliate" as defined in the Master DDA or an assignee of Hillwood's rights under the Master DDA that is approved by IVDA. An Owner shall not be a Hillwood Assignee merely due to being an Owner but may be a Hillwood Assignee if (a) and (b) under this Section 2.3 are satisfied. IVDA may not be a Hillwood Assignee. 2.4 "Owner" means any Person that owns a parcel in the Property, except that the term "Owner" shall not include (a) IVDA, (b) any governmental entity that owns merely a right- of-way, easement for a right-of-way or utility easement, or (c) any utility company that owns merely an easement or a sub-station or similar facility. 2.5 "Person" means any natural person, firm, association, organization, business trust, partnership, joint venture, limited liability company, corporation or other legal entity. 2.6 "Property" means the following real property (improved or unimproved) situated in San Bernardino, San Bernardino County, California: 2.6.1 The property described in the attached Exhibit A, which is the DDA Land save, except and excluding the MatteI Parcel, the Pep Boys Parcel, the Pep Boys Adjacent Parcel and the Stater Bros. DDA Parcel (subject to the provisions of the last sentence of Section 1.5 above regarding the Stater Bros. Project Site); 2.6.2 The Stater Bros. Project Site if the IVDA reacquires such parcel as provided in Section 1.5 above; and 2.6.3 The Golf Course Parcel, which is part of the DDA Land. 2.7 "Specific Plan" means the San Bernardino International Trade Center Specific Plan, as adopted on March 4, 1996 and amended on September 3, 1999 and November I, 1999, and as further amended by City Resolution No. 2004-324 approved by the City on October 7, 2004. 3. DEVELOPMENT OF THE PROPERTY; VESTED PROVISIONS 3.1 City Code Chapter 19.40. This Agreement is subject to the provisions of City Code Chapter 19.40. 3.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period ending on the earlier of (a) 20 years following the Effective Date or (b) the date that the Master DDA is terminated pursuant to the provisions of the Master DDA. 3.3 Vested Provisions. Hillwood shall have the vested right, to the fullest extent allowed under the California Development Agreement Legislation and except as otherwise 6 Development Agreement between City and Developer No.1 CHIP vl2 Final Rev I0130S.DOC expressly provided in this Agreement, to develop the Property in accordance with the specific provisions of the Specific Plan identified on the attached Exhibit G, all as in effect as of the Effective Date and the other provisions of this Agreement (the "Vested Provisions"). All existing and future rules, regulations, ordinances, resolutions and policies of the City as applied to any use or development of the Property, shall be interpreted and enforced, in a manner consistent with the Vested Provisions. 3.4 Changes in the Vested Provisions. 3.4.1 Except as provided in Section 3.4.2 below, any change in, or addition to, the Vested Provisions adopted or becoming effective after the Effective Date, including any change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied to the Property to the extent that any such change or addition conflicts or is inconsistent with any of the Vested Provisions. 3.4.2 Notwithstanding the provisions of Section 3.4.1 above: (a) The following shall apply to the Property to the same extent the same apply uniformly to other property and projects in the City: (i) changes in the City's building, plumbing, electrical, fire and grading codes and ordinances, (ii) increases in development fees (from which increases this Agreement provides no protection to Hillwood, (iii) imposition of new fees applied on City-wide uniform and non-discriminatory basis including traffic mitigation fees, and (iii) changes in state or federal law; (b) The Vested Provisions may be modified only by the City as it determines to address a compelling public necessity regarding health and safety that cannot reasonably be addressed by other means or to comply with any later adopted federal or state law or regulation; and (c) The City may make changes in or additions to the Vested Provisions that otherwise would be prohibited by this Agreement if the City first obtains the written consent of Hillwood. 3.4.3 With respect to the Golf Course Parcel: (a) Hillwood agrees that, unless the City amends the Specific Plan to provide expressly for such use, Hillwood shall not develop any part of the Golf Course Parcel or any part of the portions of the New SP Areas (defined below) if such are included in a future amendment of the Specific Plan as provided in Section 3.4.6(a) below for (i) an intermodal railyard, railyard, rail distribution center or other rail yard facility, and/or (ii) any stand-alone 7 Development Agreement between City and Developer No. I CHIP vl2 Final Rev lOI305.DOC (i.e., any of the hereinafter described facilities or activities in this item (ii) which are not a part of an incidental use to that of a distribution center or other facility constructed on the Property or the SP Areas, if such become part of the area covered by the Specific Plan) truck maintenance, truck parking facility, truck distribution or any other similar multi-modal transportation facility. The above provisions of this Section 3.4.3(a) do not prohibit or restrict the development of a rail-served (not in excess of two tracks) building. (b) Hillwood agrees to undertake (and to complete previously initiated) pre- development investigations and studies as Hillwood determines to be appropriate (with an estimated cost between $150,000 and $200,000) to assess the feasibility of the development on the Golf Course Parcel of improvements permitted under the Specific Plan. It is contemplated that such investigations and studies will address the following: (i) physical limitations of a logical development site; (ii) economically and governmentally acceptable maximum land area reasonably possible for development, including adjacent areas; (iii) civil engineering evaluating current development constraints, currently available and future-required utilities (including the ability, time and cost to move or re-direct existing utility lines), storm drainage requirements, governmental permitting, topographic mapping and cut and fill requirements; (iv) environmental, habitat and endangered species studies evaluating habitat issues following the closing of the golf course, existing Congested Management Plan, the extent of habitat, protocol survey, wetlands delineation and permitting (if any), U.S. Fish &Wildlife biological opinion, environmental testing, monitor well drill logs and potential for closing or relocating monitor wells and pending USAF Record of Decision regarding closure of remediation areas and areas of concern; (v) geotechnical studies evaluating potential liquefaction and differential settlement due to groundwater conditions, undocumented fill and subsurface bearing capacity and building foundation requirements; (vi) traffic planning evaluating existing needs/cost resulting from future development; and (vii) site planning evaluating City and Design Guidelines requirements. 3.4.4 Hillwood recognizes and agrees that nothing contained in this Agreement or the Vested Provisions precludes the City from finding and determining that other 8 Development Agreement between City and Developer No.1 CHIP vl2 Final Rev IOI305.DOC mitigation measures are required directly resulting from the impacts of specific development occurring on the Property. Such development-specific mitigation measures may be in the form of the requirement to construct, modify or install new or existing public improvements and public facilities for such infrastructure items as public streets, roadways, landscaping, utilities, drainage and flood control improvements, water and sewer facilities, street lighting and signal lights or monetary payments in lieu of the construction of any or all of such public improvements. 3.4.5 Hillwood recognizes that there are parcels of land included within the Specific Plan which are not a part of the Property. Hillwood agrees that the City may amend or modify or rescind the Specific Plan as to any other properties which are not included within the Property in any manner deemed reasonable or necessary under the circumstances without any approval right by Hillwood pursuant to this Agreement. Nothing shall prevent Hillwood from exercising all other rights available under State law with respect to any amendment of the Specific Plan as to such properties that are not included within the Property. 3.4.6 Hillwood desires for the Specific Plan to be amended to include within the area governed by the Specific Plan parcels now or hereafter owned by Hillwood or a Hillwood Affiliate (as defined in the Master DDA) (a) situated to the south of the Golf Course extending to the Santa Ana River, (b) the County 44 Acre Parcel (as defined in the Master DDA), (c) the approximate 1.5 acres fronting of Central Avenue but otherwise surrounded by said County 44 Acre Parcel, and (d) any land acquired by Hillwood or a Hillwood Affiliate between the County 44 Acre Parcel and Tippecanoe Avenue (collectively, the "New SP Areas"). The City agrees to promptly process for Council consideration an amendment of the Specific Plan to include the New SP Areas within the Industrial Land Use District of the Specific Plan subject to the environmental determinations and mitigations applicable to the New SP Areas as required by law. The City agrees to commence such processing within 30 days after the filing of such complete application and to diligently pursue and commit sufficient resources to such prompt processing. This Agreement presently does not apply to the New SP Areas, but it is contemplated that this Agreement will be amended to include in the "Property" the New SP Areas if and when the Specific Plan is amended to include the SP Areas. 3.4.7 Hillwood agrees that it will not approve any amendment to the Master DDA without the written approval of the City that: (a) provides for any material modification of the Design Guidelines (that are Exhibit W to the Master DDA; (b) provides for any material reduction of Hillwood's infrastructure commitments under the Master DDA; or (c) provides for any material reduction in the schedule under the Master DDA for Hillwood's development of improvements. 9 Development Agreement between City and Developer No.1 CHIP v12 Final Rev IOI305.DOC 3.5 Joinder bv NDA. IVDA joins in this Agreement to subject its parcels in the DDA Land to this Agreement and for those parcels (including any after-acquired title of IVDA in the Golf Course Parcel and the Stater Bros. Project Site as provided in Section 1.5) to receive the benefits of this Agreement. 3.5.1 IVDA subjects to this Agreement the DDA Land (except for the Stater Bros. DDA Parcel, unless IVDA again becomes the owner of the Stater Bros. Project Site as provided in the last sentence of Section 5.1 above, in which event IVDA also subjects the Stater Bros. Project Site to this Agreement) owned by it, including all of its right, title and interest now owned or hereafter acquired in the Golf Course Parcel. 3.5.2 All of the benefits of the Vested Provisions and this Agreement apply to all of the DDA Land (which includes, the Golf Course Parcel but excluding the Stater Bros. DDA Parcel except as provided in Sections 5.1 and 3.5.1 above, the Mattei Parcel, the Pep Boys Parcel and the Pep Boys Adjacent Parcel), as covenants running with the land. 4. PERIODIC REVIEW 4.1 Time of Review. This Agreement shall be reviewed by the City at least once a year in accordance with California Government Code section 65865.1, on or before the anniversary date of the recordation of this Agreement, in order to ascertain the good faith compliance by Hillwood with the terms of this Agreement. Hillwood shall submit an Annual Monitoring Report demonstrating its good faith compliance with the terms of this Agreement within 30 days after written notice from the City of the date of the review to be conducted by City. Following any such review, the City shall notify Hillwood in writing within 30 days of its determination as to compliance or noncompliance with the terms of the Agreement. The annual review procedure set forth herein and in Government Code Section 65865.1 shall be applicable during the term of this Agreement. 4.2 Failure to Conduct Periodic Review. In the event the City fails to conduct the periodic review, such failure shall not be deemed approval by the City of Hillwood's good faith compliance with the terms of this Agreement, and the City may undertake an independent review of Hillwood's performance since the date of the last annual review, or as of the Effective Date, as applicable, unless Hillwood shall have submitted an Annual Monitoring Report to the City demonstrating its good faith compliance with the terms of this Agreement notwithstanding the lack of notice from the City as provided in Section 4.1 above. In the event the City has not taken action to accept or reject such Annual Monitoring Report within 90 calendar days after receipt, Hillwood shall then be deemed to have complied in good faith with the terms of this Agreement. 4.3 Cost of Periodic Review. Hillwood shall pay to the City the actual cost incurred by the City in conducting any such periodic review as provided in Sections 4.1 and 4.2 above. The actual cost of such review shall be based upon the City fee structure then in effect, including the salaries and reasonable costs and expenses of the Office of the City Attorney or any other experts and other legal Counsel retained by the Office of the City Attorney 10 Development Agreement between City and Developer No. I CHIP vl2 Final Rev 101305.DOC with respect to such review. Hillwood shall submit the review fees concurrently with submission of the Annual Monitoring Report pursuant to Sections 4.1 and 4.2 above if such a published applicable fee structure then is in effect and shall also submit a deposit for the estimated City fees (if a set amount is not specified in a published fee schedule) and the estimated salaries and reasonable costs and expenses to be incurred by the Office of the City Attorney promptly after receipt of such estimate from the City. 5. DEFAULT. 5.1 Events of Default. A default under this Agreement shall be deemed to have occurred upon the happening of one or more of the following events or conditions: 5.1.1 A warranty, representation or statement made or furnished by Hillwood to the City in or under this Agreement is false in any material respect when it was made. 5.1.2 A good faith finding and determination by the City made following a periodic review under the procedure provided for in California Government Code section 65865.1 and Section 4.1 above that upon the basis of substantial evidence Hillwood has not complied in good faith with one or more of the terms or conditions of this Agreement. 5.1.3 Any other act or omission by the City or Hillwood that breaches or materially interferes with any of the terms of this Agreement. 5.2 Procedure upon Default. Neither the City nor Hillwood may exercise any remedies with respect to an event of default referenced in Section 5.1 above unless the party claiming a default by the other party gives a written notice to the alleged defaulting party specifying the event of default and such event of default is not cured within the applicable Cure Period (hereinafter defined). The term "Cure Period" as used herein means (a) with respect to an event of default that reasonably can be cured within 30 days, the period of 30 days following the receipt of such written default notice, and (b) with respect to an event of default that cannot reasonably be cured within 30 days, and if efforts are commenced to cure such default within 30 days following the receipt of such written default notice, the period reasonably required to complete such cure with diligent prosecution. 5.3 Remedies. All remedies, at law or in equity, shall be available to the City and Hillwood with respect to any default under this A6'Teement. Notwithstanding the above, each party acknowledges that monetary damages would not be an adequate remedy if the other party fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is an available and necessary remedy in order to fully compensate a party if the other party fails to carry out its obligations under this Agreement, and each party hereby agrees that the other party shall be entitled to specific performance in the event of a default hereunder. Further, notwithstanding anything in this Agreement to the contrary, the acts of one Owner of a parcel within the Property shall not affect the rights under this Agreement with respect to any other parcel within the Property. The City may, as provided in the immediately following sentence and in addition to such other rights and remedies that it may have as provided herein, terminate this Agreement as to any default which is II Development Agreement between City and Developer No. I CHIP vl2 Final Rev I01305.DOC not timely cured by Hillwood, or by any Mortgagee (hereinafter defined) as the case may be, in the manner as provided herein. After alJ cure periods have been exhausted, the City may terminate this Agreement upon delivery of a notice of termination to Hillwood and to any Mortgagee of which the City has notice, which notice of termination shall be effective as to the termination of this Agreement within ] 5 days after receipt by HilJwood or such Mortgagee if such default remains uncured. 5.4 Institution of Legal Action. The prevailing party in any legal action arising from or in connection with this Agreement, whether by final judgment or out-of-court settlement, shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred by such prevailing party. Legal actions shall be instituted in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The costs, salary and expenses of the City Attorney and members of the City Attorney's Office, and/or those of outside counsel retained by the City, in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for purposes of this Section 5 .4. 6. PROTECTION OF MORTGAGE HOLDERS. 6.1 Protection of Mortgage Holders. HilJwood and the City agree that this Agreement shall not prevent or limit HilJwood (or any Owner), in any manner, at HilJwood's (or such Owner's) sole discretion, from encumbering the Property or any portion thereof or any improvement thereon (owned by Hillwood or any other Owner, as the case may be) by any mortgage, deed of trust or other security device securing financing with respect to such Property. The City acknowledges that the lenders providing such financing ("Mortgagees") may require certain Agreement interpretations. Accordingly, the City at,'Tees, upon the written request of HilJwood (or the applicable Owner), to meet from time to time with Hillwood and representatives of such Mortgagees to negotiate in good faith any such request for interpretation. The party making such request shall be obligated for the payment or reimbursement to the City of all costs incurred by the City directly related to this provision to meet and negotiate any such requests for interpretation and, upon request by the City, shall make a cash-equivalent deposit in an amount of such costs as reasonably estimated by the City in advance of the City entering into such negotiations. The City will not unreasonably withhold its consent to any such requested interpretation, provided such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of all or any portion of the Property shall be entitled to the folJowing rights and privileges: 6.1.] Neither entering into this Agreement nor a breach of this Agreement shalJ defeat, render invalid, diminish or impair the lien of any mortgage on all or any portion of the Property. 6.].2 If the City timely receives a written request from a Mortgagee requesting a copy of any notice of default that may be given to Hillwood under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within one day of sending the notice of default to Hillwood. The Mortgagee shalJ have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. ]2 Development Agreement between City and Developer No. I CHIP vl2 Final Rev 10130S.DOC 6.1.3 Any Mortgagee who comes into possession of all or any portion of the Property, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property or part thereof subject to the terms of this Agreement, including the right of the City to terminate this Agreement in the event that a default under this Agreement by Hillwood is not cured during the cure periods provided in Sections 5.2 and 5.3 above. Notwithstanding any other provision of this Agreement to the contrary but subject to the immediately preceding sentence, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Hillwood's obligations hereunder or to guarantee such perfonnance. 7. GENERAL PROVISIONS. 7.1 Assignment. Nothing in this Agreement affects Hillwood's or any other Owner's rights to own, transfer, conveyor encumber all or any portion of the Property owned by Hillwood or such other Owner. Hillwood (or a Hillwood Assignee) shall have the right to assign, without the consent of the City, all or part of its rights and obligations under this Agreement to a Person who is a Hillwood Assignee. Upon the assignment of this Agreement to a Hillwood Assignee, (a) the assignor (Hill wood or a Hillwood Assignee, as the case may be) shall be released from this Agreement when (i) written notice of such assignment is given to the City, and (ii) the Hillwood Assignee assumes in writing the obligations of Hillwood under this Agreement with a copy thereof delivered to the City, and (b) the tenn "Hillwood" as used in this Agreement shall mean such Hillwood Assignee. No other Owner shall have any right to assign this Agreement or any rights thereunder. 7.2 Amendment or Termination of this Agreement. Except as provided in Section 5.3 above (for termination as a remedy for an uncured default), this Agreement may be amended or terminated with respect to any parcel within the Property only by written agreement signed by the then current Owner of such parcel and the City after approval by the Council, without the necessity of the joinder of any other Person; provided, however, any amendment or termination of this Agreement shall not be effective with respect to any parcel in the Property or with respect to the rights under this Agreement of any Owner unless the Owner of such parcel or the Owner whose rights are so affected also is a signatory to such amendment or termination. In order for any such amendment or termination to be effective, it must be adopted by the City by resolution as set forth in the California Development Agreement Legislation and must be in form suitable for recording in the Official Records of San Bernardino County, California. In accordance with City Code Chapter 19.40, the procedure for an amendment to this Agreement shall be a tiered amendment review procedure as follows: (a) proposed amendments that are development related (such as affecting uses, density, height, coverages or setbacks) must be submitted to the Planning Commission of the City for recommendation for approval or non-approval and then forwarded to the Council for determination, at the Council's discretion, of approval or non-approval, with the Council not being bound to accept the Planning Commission recommendation; and 13 Development Agreement between City and Developer No.1 CHIP v 12 Final Rev 101 305.DOC (b) all other proposed amendments must be approved by the Council at its discretion. 7.3 Hold Harmless. Hillwood shall (a) defend, indemnify and hold hannless the City and the City of San Bernardino Economic Development Agency (the "ED A"), their officers, elected officials, attorneys, departments, boards, commissions, employees and agents (collectively, the "Indemnified Parties from any claim, action or proceeding against the Indemnified Parties to attack, set aside, void or annul the decision to enter into this Agreement or any of the proceedings, acts or determinations taken, done or made prior to and relating to such decision; and (b) reimburse the Indemnified Parties for any court costs and attorney's fees which the Indemnified Parties may be required by a court to pay as a result of such approval. At its sole discretion, the City and/or the EDA may participate at its own expense in the defense of any such action, but such participation shall not relieve Hillwood of any obligation imposed by this Section 7.3. The City and/or the EDA shall notify Hillwood promptly of any claim or action and cooperate fully in the defense. Hillwood, the City and/or the EDA shall jointly select legal counsel to represent the City and/or the EDA in any such proceeding. The City and/or the EDA, without Hillwood's written consent, shall not settle any claim that is subject to the indemnity under this Section 7.3. If during the proceeding a settlement demand is made and Hillwood is willing to satisfy the settlement demand and the City and/or the EDA rejects such settlement demand, Hillwood's indemnity obligation in this Section 7.3 shall from that point forward not exceed the amount of the settlement demand. Notwithstanding any language to the contrary in this Section 7.3 or elsewhere in this Agreement, Hillwood shall have no indemnity obligations to the Indemnified Parties for claims that arise from or are alleged to arise from (i) the negligence or willful misconduct of any of the Indemnified Parties, or (ii) any costs or legal expenses that arise from any suit or action commenced by any of the Indemnified Parties, except if such suit or action is commenced to enforce the rights of the City against Hillwood as provided in Section 5.4 above. 7.4 Binding Effect. Except to the extent otherwise provided in this Agreement, the burdens of this Agreement bind, and the benefits of this Agreement inure to, the City's and Hillwood's respective successors in interests and assigns, including as provided in Section 3.5.6 above and in Section 7.5 below. 7.5 Relationship of the City and Hillwood; ll1ird Party Beneficiaries. The contractual relationship between the City and Hillwood (and any other signatory to this Agreement) arising out of this Agreement is one of independent contractor and not agency. Nothing in this Agreement shall be construed as making the City and Hillwood (or any other signatory to this Agreement) joint venturers or partners. There are no third party beneficiaries and this Agreement does not create any third-party beneficiary rights; provided, however, (a) the provisions of this Agreement regarding development rights applicable to the Property shall apply to and be enforceable by any Owner with respect to the portion of the Property owned by such Owner, and (b) an Owner has the rights set forth in Section 7.2 of this Agreement regarding amendment and termination of this Agreement. 7.6 Notices. Any notice to be provided or permitted under this Agreement shall be in writing, signed by the party giving such notice and sufficiently given if hand delivered, 14 Development Agreement between City and Developer No. ] CHIP vl2 Final Rev 10 1305.DOC delivered by an overnight messenger/delivery service or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below. Such notices, if delivered (i) by hand, shall be deemed given when delivered, (ii) by an overnight messenger/delivery service, shall be deemed given upon delivery or one Business Day (hereinafter defined) after the sending of such notice, whichever occurs earlier, and (iii) by mail, shall be deemed given five Business Days after deposit in the U.S. mail. Notice that starts the running of any cure period and that is delivered on a non-Business Day shall be deemed delivered on the next following Business Day ifleft at the notice address or the next Business Day on which it is redelivered if it is not left at the notice address. The names and address of those representatives of each party to which notices shall be sent are: If to City, to: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attention: Director of Development Services and San Bernardino City Administrator 300 North D Street, Sixth Floor San Bernardino, CA 92418 If to Hillwood, to: Hillwood/San Bernardino, LLC 105 North Leland Norton Way Suite 3 San Bernardino, California 92408 With copies to: Hillwood/San Bernardino, LLC Three Lincoln Center 5430 LBJ Freeway, Suite 800 Dallas, Texas 75240 Attn: Chief Legal Officer If to IVDA, to: Inland Valley Development Agency 294 S. Leland Norton Way Suite 1 San Bernardino, CA 92408 Attn: Executive Director 15 Develonment Agreement between Citv and Develoner No I CHIP v I? Fin"' R"v I 0110<; nor With a copy to: Timothy 1. Sabo, Esq. Lewis, Brisbois, Bisgaard & Smith, LLP 650 East Hospitality Lane Suite 600 San Bernardino, CA 92408 Such addresses shall be subject to change from time to time to such other representatives or addresses as may be specified in written notice given by the intended recipient to the sender in accordance with this Section 7.6. 7.7 Estoppel Certificates. At the request of either party, the other party, within ten calendar days after receipt of such request, shall certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying party, (b) this Agreement has not been amended or modified, except as is expressly stated in that estoppel certificate, and (c) no default in the performance of the requesting party's obligations as provided in this Agreement exists, except as expressly stated in that estoppel certificate. 7.8 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is pennissive. The word "including" as used herein shall be deemed to mean "including, but not limited to". A "Business Day" is a day other than a Saturday, Sunday or City holiday. 7.9 Entire Agreement and Waivers. This Agreement constitutes the entire understanding and agreement of the City and Hill wood with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between the City and Hillwood respecting this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City and Hillwood. 7.10 Incomoration of Recitals and Exhibits. The recitals set forth in Section 1 of this Agreement and exhibits referenced in this Agreement are incorporated in and part of this Agreement. 7.11 Captions. The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Agreement. 7.12 Consent. Where the consent or approval of the City or Hillwood is required in or necessary under this Agreement, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. 7.13 Covcnant of Cooperation. The City and Hillwood shall cooperate, deal with and assist each other in good faith in connection with the performance of the provisions of this Agreement. 16 n.--.,,~l~~~..........~ ^ ,,_..................,..... J........h"""...,,.., r~h, ",...,4 r\.--.,,"'l........."".. 1'\1", 1 rUlo ,,1'1 C:..,,,,1 Dc>" 1(\1 "10':;: nnr 7.14 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of San Bernardino County, California, within ten days following the execution of this Agreement. 7.15 Severability. Every provision of this Agreement is and shall be construed to be a separate and independent covenant. Without limiting the generality of the foregoing, if any provision of this Agreement is found to be invalid or unenforceable for any reason, then the remainder of this Agreement shall not be affected and shall be enforced to the extent permitted by law and the parties shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. 7.16 Further Actions. Whenever and as often as it is requested to do so by the other party, each party shall execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all such further documents as may be reasonably necessary, expedient or proper in order to achieve the intent of this Agreement. 7. I 7 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. 7.18 IVDA No Longer a Party. At such time that IVDA (a) no longer owns any portion of the DDA land, and (b) no longer owns any portion of the Golf Course Parcel following the conveyance thereof to IVDA from the United States of America, IVDA no longer shall be a party to this Agreement. At the request of either Hillwood or the City, IVDA shall provide written confirmation of its non-ownership position in recordable form reasonably acceptable to IVDA; provided, however, the furnishing of such written confirmation is not required as a condition to IVDA no longer being a party to this Agreement, as such automatically occurs upon the satisfaction of (a) and (b) above, as reflected in the Official Records of San Bernardino County, California. For clarification, IVDA will remain a party to this Agreement if it owns no portion of the IVDA Land but has not yet been conveyed the Golf Course Parcel by the United States of America. [SIGNATURE PAGES FOLLOW] 17 Opvplnnmpnt A~rppmpnt hetween City and Devclnncr No.1 CHIP vl2 Final Rev 101305.DOC IN WITNESS WHEREOF, this Agreement has been executed by the City of San Bernardino, acting by and through its Mayor and Common Council, pursuant to Resolution No. authorizing such execution, and by Hillwood. Dated this __ day of ,2005. CITY HILL WOOD CITY OF SAN BERNARDINO HILLWOOD/SAN BERNARDINO, LLC, A Delaware limited liability company By: Name Title Judith Valles Mayor By: Hillwood Operating, L.P., a Texas limited partnership, its managing member City Clerk By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner Approved as to Fornl and Legal Content: I' I / ( t, " " iC'. Z--"rh._",.___.. By: Name: Title: IVDA INLAND VALLEY DEVELOPMENT AGENCY, a joint exercise of powers agency By: Judith Valles Co-Chair By: Dennis Hansberger Co-Chair ATTEST: By: Kelly Berry Clerk of the Board APPROVED AS TO FORM: By: Agency Counsel 18 Development Agreement No.1 Exhibit A - DDA land -----=~_~__~~~u~~~_._. ._...._.~~~.___~~.__~'_~._.__._.~___~~-=~____...~"""""---.-..____._~~.~._~~~_.,.'~---.~_~~_-=-~___~~~~~ N89'35'1D'E -",>, _ ~I ~ 33.86' '~~ ',- I I ~ \ \ ~t~:~R\) I _ --rtS 6L\J\). 1\ _______~' '- '- "- \ /^\ "" '" ~. "'- ~ ~ '\ b~ \ g \ \ \ N89'35'lO"E \.-- 33.66' SCALE 1"=600' =r en "! :;;: MILL STREET -1,-" \-\f>..RR'{ 0 ~\-\n)Pf>..R \3L \JD, N89'39'04'E 752,00' BLOCK 45 RANCHO sAN BERNARDI 0 MB. 7/2 w 0_ <0 <D -:.,.~ S"'" 8'" '" ~, ~O> fiSi I' 01"--- o Z -1 W o O:::tj <('" (L;.' :z::!! o~ 1--'" (L o ~ lU N in S" o o '" 91-0\4\\ 1<-.5. /'00-'0\ 1<-.5. \09 752.63 569'38'35 'w - 36.00' Noo"25'Ol"W 41.25' NOTES: BEARINGS AND DISTANCES SHOWN HEREON ARE GRID, BASED ON THE CALIFORNIA COORDINATE SYSTEM (NAD 83) ZONE 5. TO OBTAIN GROUND DISTANCES, DIVlOE THE GRID DISTANCE SHOWN BY 099993157 ~ ~!Jo+ Inc-luJeJ ASSOCIA TED ENGINEERS, INC. 3311 EAST SHELBY srREET ONTARIU. CA 91764 (909) 980-1982 FAX (909) 941-0891 - INLAND VALLEY ~IPARCEL 1-3 AND DEVELOPMENT AGENCY OP~E~~AR~ ~~CEL 1 1 1 ._--_._.-~._".~ -----,~----,.=~~. --"---~,~ SA VE AND EXCEPT THE PARCELS DESCRIBED ON THE A TT ACHED AE JOG NO 92-89--91 Parcell Lot Line Adjustment No. 04-001 Parcel I of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 04-00 I, recorded May 6, 2004 as Instrument No.2 004-0316870, Official Records of San Bernardino County, California, described as follows: Those portions of Lots 1, 2, 13, and 14 of Block 45, of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being morc particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-0019 on file in Book 110 of Records of Surveys, Pages 5] through 53 thereof; Thence N.00025'00"W. along the centerline of said Tippecanoe Avenue, a distance of 41.25 feet, to the easterly prolongation of the northerly line of said Mill Street, said northerly line being a line parallel with and 41.25 feet northerly of said centerline of Mill Street; Thence S.89038'20"W. along said northerly line, a distance of 1115.25 feet; Thence N.00021'40''W., a distance of 120.59 feet; Thence N.22025'55"E., a distance of 169.64 feet; Thence N.Ooo25'00"W., a distance of359.44 feet (formerly 359.84 feet), to the POINT OF BEGINNING; Thence continuing N.Ooo25'00"W., a distance of 1520.98 feet Thence N.890 19'55"E., a distance of 563.12 feet; Thence S.89055'09"E., a distance of 486.16 feet, to centerline of said Tippecanoe Avenue; .. Thence S.00024'50"E. along said centerline, a distance of 38.02 feet, to the intersection with the centerline ofl-Iarry Sheppard Boulevard; <. Thence S.00025'00''E. continuing along said centerline of Tippecanoe Avenue, a distance of 1481.20 feet, to a line which bears N.89035'00"E. from the Point of Beginning; Thence S.89035'00"W. along said line, a distance of I 049.25 feet, to the Point of Begirming. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe A venue in favor of the City of San Bernardino, recorded March 13, 2002 as Instrument No. 2002- 0124767, Official Records of San Bernardino County, California. The above described parcel of land contains 36.657 acres, more or less. Parcel 2 Lot Line Adjustment No. 04-001 Parcel 2 of City of San Bernardino Certi ficate of Compliance for Lot Line Adj llstment No. 04-001, recorded May 6, 2004 as Instrument No. 2004-0316870, Official Records of San Bernardino County, California, described as follows: Those portions of Lots] and 2 of Block 45, of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-00 I 9 on file in Book I 10 of Records of Surveys, Pages 51 through 53 thereof; Thence N .00025 'OO"W. along the centerline of said Tippecanoe Avenue, a distance of 41.25 feet, to the easterly prolongation of the northerly line of said Mill Street, said northerly line being a line parallel with and 41.25 feet northerly of said centerline of Mill Street, and being the POINT OF BEGINNING; Thence S.89038'20"W. along said northerly line, a distance of 1 I 15.25 feet; Thence N.00021 '40"W., a distance of 120.59 feet; Thence N.22025'55"E., a distance of 169.64 feet; Thence N.00025'00''W., a distance of 359.44 feet (formerly 359.84 feet); Thence N.89035'00"E., a distance of 1 049.25 feet, to the centerline of said Tippecanoe A venue; Thence S.00025'00"E. along said centerline, a distance of637.45 feet, to the Point of Beginning. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe Avenue in favor of the City of San Bernardino, recorded March 13,2002 as Instrument No. 2002- 0124767, Official Records of San Bernardino County, California. The above described parcel ofland contains 15.643 acres, more or less. w w 'S: ~ w 'S: w w w 'S: w 'S: "' 0 0 ro N ;;, 0 "' ~ ;;, (, Co N ;;, ~ /---...... f-[/) / , ,.-, q- ..- 0 '" ,..., 0 N N QJ N CD ..- QJ ,...., I \ LLW ;;, CD 0 0 en en ..- ;;, .,; N N ..; QJ / I \ 0:: <( Il1 ,...., 0 0 0 Lll 0 0 Lll ..- N ,...., ..- f' 'l- I Vl OU ~ 0 0 '" v in 0 N '" 0 " '" " N " 00 f ~ 1111 \ <( I- [/)<! I -' -' -' \ Z N 0 Lll QJ V <tl 0 to ." 0 ,..., <D I 0 'W VI VI tI1 tI1 Z Z Z Z VI 00 VI 00 z m VI I Ia: \ -1 -I'- 0 (, (, I w 'l- I l[Ho') 0 en N N ..- q- N 0 IClO I 'T . -1 N ;,. ~ ,..., N 0 in (, 0 (, ~ 0 I ~ <( .CO W ,..., ,... 0 0 0 I to q- V ,... 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Ii , , I' , I , I , I , 1 , I rl ;;., I N' L , , I I' rr 1:8 I! cD ,..- I! i I I~ , '0 110 I I ci I :v \ I '\ \ .:; , ~"' \ 'L&.J f'l")O. \ \~ ~~g~ zcou I za::..c: .z 'r-:;>;;-;:" I~:J~~~ \ V1<< 0 ::H.lLlJ l 'VI ll.Io; 5 G:l l.I.IXN:I:> u'- tnlLJ Z , -' ~5~t:a (I) 1-22: o~~~5 -<[tnVlQ: o _<.> ......,0 <<.... Z .....Jc()o.._ ~o...Z.....J<! Z -0...1- - -- --- - --- ~ _.- WQ - In Il:: > !I; 1-0 C(O;5.....J ~~u~8 q- 30M1109ddIJ. '1l SA VE AND EXCEPT THE MA TTEL PARCEL DESCRIBED ON THE ATTAf:HED >- U Z >-w W(.9 <( -.1<( ~ -.1 I <(I- -.1 >z W W 0 o~ 0:::: Zo... <( <(0 0... -.1-.1 Zw .... > W 0 ,...., \D <>: w z ~ o Lll N w U d - ,... ,..., o o ~ ~ ..... <'lI .... t,) o '" '" < ~ If) (; >- Q) > ~ OJ ::> 0 VlQ)"<t- ""O.~N c'-O"l 00 -".,<<:: ""u c:<s. (') ~ '- 0 ~o.s .,~"O ., CIl ~ cOO "a-.w E c ., w~m .-= n c .2::N 0 U (/) a, ro z ~ d o o ... ~ or tU '"d I:l <ll i'l ::> ... "' <1J 5 ~u 0> C ~ z o i= "- '" o CIl w o /' ~ <:1 2- \...J ~ ::l \) C .- + o z II MatteI Site Parcel I of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 2003-06, recorded July 2, 2003 as Instrument No. 2003-0486485, Official Records of San Bernardino County, California, described as follows: Those p011ions of Lot 7 of Block 48 and Lots 5, 6, 7 and 8 of Block 49, all of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: BEGINNING at the intersection of the centedines of Tippecanoe Avenue and Harry Sheppard Boulevard as shown on Record of Survey No. 97-0020, recorded in Book 109 of Record of Surveys, Pages 3 and 4 thereof, Records of said San Bernardino County; Thence N.7S044'55"E. along the centerline of said Harry Sheppard Boulevard, a distance of 4.98 feet, to an angle point therein; Thence N. 79034' 15"E. continuing along said centerline, a distance of 724.55 feet; Thence northeasterly continuing along said centerline along a tangent curve concave southeasterly, having a radius of 1030.80 feet, through an angle 01'09026'22", and an arc length of 169.82 feet; Thence N.89000' 37"E. continuing along said centerline, a distance of 654. 77 feet; Thence N.00057'45"W., a distance 01'625.14 feet; Thence N.88053' 15"E., a distance of 44.51 feet; Thence N.00024'50"W., a distance 01'761.96 feet; Thence S.88"57' 51 "W., a distance of 300.09 feet; Thence N.00056'02''W., a distance of 445.75; Thence S.88053'20"W., a distance 01'642.89 feet; Thence S.01"06'56"E., a distance 01'59.16 feet; Thence S.89"35' 1 O:'W., a distance of 634.27 feet, to the centerline of said Ti ppecanoe A venue; Thence S.00024' 50"E. along said centerline, a distance of 1912.55 feet, to the Point of Beginning. SUBJECT TO easements over Tippecanoe A venue and Harry Shepard Boulevard for public utilities and rights of way as they now exist. The above described parcel of land contains 63.202 acres, more or less. , M6 (/ c- IJ "lO nlOCI' - _ D~ / _~.~_lctEA$Urd SJREE~- 538'42' 44" 8451' 717.63' 389.58' _N~9-53~'09"E;._____~_~. 967'~L-r-~/ ~--- (j' RIAL TO A VENUE N4S'5S'00"E 't:. a 4280' n P.O.C. If) CJ> If) o 544'24' 46"W IS0.72' 60' - n o oj 7 OJ w in n in If) Co o LO ~ U) CJ> If) m n W 11) in > en If) 0:: is o [J) 4: (.f) o 0:: N 89'04'2S" E 251.35' [oj. " , 0 11)0 N . .0 7(D o en ' CD Z S45'55'35"E 3960' N43'06'1O"E 41. 73' uY ng:' tf1' tf10 , If) ON o Z 541'20'S4"W 4229' 249.67' EXHIBIT "Au SHEET 2 OF 2 N29'.36'31"W 29.07' M8 1/'2- y-- 1\,9 6L.OC I ~' S88'58'07"W 298.59' "- n r--: OJ <D PARCEL F-1 21.35:1: ACRES ~,/ \ 11 S\.. '1 '0/ ?P.'\Z~O'O I '\Z,S. SCALE: 1.~200' 3: n tf1 p (5 2 IWL PARCEL LEASE TO IVDA N01'Ol'53"W 47.30' N88'58'07"E 443.56' 0:'- on r--- N 70 Nlf) I I I I 's: I, 1'" en 1,tf1 " Ie;~ , 0l Ie; " '2 I I I I I I <l: co --,U) w uO r:r>- "'uJ Q[J) -1<( S: lLl c..--' ld in n ~ tf1 "'tf1 me, lOO N[J) POINT "A" 32805' NOTES: BEARINGS AND DISTANCES SHOIIN HEREON ARE GRID, BASED ON THE CAUFORNIA COORDINATE SYSTEM (NAB 83) ZONE 5. TO OBTAIN GROUND DISTANCES, DI'ADE 1HE GRID DISTANCE SHO'Mll BY 0.99993157. ASSOCIA TED ENGINEERS, I~~C, 3311 EAST SHELBY STREET ONTARIO, CA 91764 (909) 980-1982 FAX (909) 941.0891 AL JOB NO. 92-.89-91 INLAND VALLEY DEVELOPMENT AGE~ICY PARCEL F-1 FEBRUARY ;lOO~ Hi ~.,..,..~-~~~~~------.....-.--..~---_._. ~--~-"~----~""'''''''_''''''-_~~.,,-._~..... --.~~-~_._----...,.~,,-~_.>~.................~~-~ IJ. \ t\'l(Hlr\' n.\ r\'"....,\ ~'r.. ...- . n.",", r- (9-- 02'5145' L 59.111 EXH I HIT II. 1'" ge I () r J (This page depicts the description ill j';XH' BIT A. Pages 1-1) - r- RoIZOO.7S', vi @-- 40.1Z' 1a6'OB'52'1i @-- OZ' 51' 45' l <59.99' R=IZOO,7S', yJ @--32.72' 69'oo'J7" @~, 09'Z6'22' l=169.81' R=IOJO.7,,' j r f I f j 1/ ! Iii Ii! -j i i ~ L_:=-__ _' __~- -t~ - ~~----- ~ " : ~ 0 i I ! ;;;:- II I ..,.. I' I ~:" " : tJ"lo II ! ~ : !--,-------------- I , wI; i >1, ' , 0( i I-+___________~ ~i! i I! ~i! i !! () I' 1-----------'--" W I I I 0. " ,: ;' 0. I , , -; I : ..." I i I : " I 'I ' I, i i I : " I i ,- ',------------ I. , a: i I i 0 i i i ..J i j i <( a: ii i 0 i i i ~ i i : :f , , i! SCALE J' =400' iI'S IlF;!/3-'} I 46.71 ,N69' 00' 37' E I , I I I ia: ,ell !< 10 ,0 Ia: He.-nandel, Kroonc & Ah~oclatCq, Con~lJllioq Civil [r'l)locr" F, [Wid ';,,r','e!,)'~ 731 f'ost 1;, "k,~ 1:'/1,,' '-;(jn fJ,,, flU ,~"l\ \, 1)'1 :)? --- 'I O'liNf'R----I~jl_ MJO m';~;l I tlc. DF';'~pr~~Ir:~ [-L OP~:1U.J r I 1" ;-,\1)(:1 i 1 - ~- - ~' ~ ~\REAI 3,091, 0'12 SO f I /0. 9G ,\C 1[( -~ Ip ~~Jl CEl-~'JO AC[I\!CY PARGI :) 11,\ 1f , II r)I') )1 ): )'l I 1 I , , rOB, 1'0 I ~J r or:- FJFG 1 Wi IIJ'~ "uc, rJo I ~Il (,r:- Uli,{i.lf fie I tI(; r--- .., - BEARINr. AND OISTAIKES USED IN rHE ABOVE Pu r ,l.RF. ON THE CAL If"OAW A COC1?OI~ATE SYST::'U. lCN[ 5 (W.O-8)). WLTlrLY DISTt..NCE 5HOW'N BY I.OOOoti8~ TO OBTAIN GnOUNQ lEVEL DISTANCES. PARCEL 1-2 EXHIB IT ''A'' In the City of Sari Semzl/dino, County of San Bernardino, State o( California, being those (lortions of Block 413 and 49 of the Rancho San SernZlrdlno, as per Map recorded In Book 7, Page 2, Records of said County, together with portions of vacated streets and alleys lYing within and CldJiJCent to said block and lots, described as (allows BEGINNING at the centerline Intersections of Harry Sheppard Boulevard and Del Rosa Drive as shown on Record of Survey, (iled In Book 109, Pages 3 and 4, of Record of Surveys of selld County: Ihence along Ihe centerline of said Harry Sheppard Boulevard, South 89000'37" West, a distance of 14932 feet to the beginning of a tangent curve concave southerly, having a radius of 1,200.75 feet; thence westerly along said curve and centerline, through a central angle of 2051'45", an arc distance of 59 98 feet: Ihence continuing along said centerline, South 86008'52" West, a distance of 40.12 feet to the beginning of a tangenl curve, concave northerly, having a radius of 1,200.75 feet; thence westerly along said curve and center/Ill'" through a central angle of 2"51'45", an arc distance of 59 99 feet; thence continuing along said cenlerline, South 89000'37" Wesl, a distance of 32.72 feet; thence at right angles to said centerline, South 00059'23" East, a distance of 40.00 feet; thence South 01"04'03" East, a dislance of 565.44 feet: thence South 89'24'21" West. a distance of 342.30 feet; thence North 00058'48" West, a distance of 563.07 feet, thence North 00059'23" West, a distance of 40.00 feet to the centerline of said Harry Sheppard Boulevard; thence along said centerline, Soulh 89000'37" West, a distance of 1 ,00466 feet to the beginning of a tangent curve concave southerly, having a radius of 1 ,030 73 feet; thence westerly along said curve and cenlerline, through a central angle of 9026'22", an arc distance of 169 81 feet, thence continuing along said centerline, South 79034' 15" West, a distance of 208 69 feet, thence leaving said centerline, South 00"59'10" East, a distance of 54855 feet, thence NOf1h 89000'50" East, a distance of 305.00 (eet: thence South 00'59'10" Easl, a distance of 506.50 fccl. Ihence South 89000'50" West. a distance of 305 00 fed, thence South 00"59'10" East. a dislJncc of 75202 feet, Ihence North 89"00'52" East, a rJlstance of 305 00 feet, thence North 00"59'1Cl" West, a distance of 715.74 feet, thence North 89"02'13" East, a rJlslance of 351 07 (eet. thence South 00' 59' 17" East. a distance of 715 60 feet, thence North 89000'52" East, a dlsldnCl? of 105.96 feCI, thence North DO '''l6'Ori'' West. d dlsli1flce () f 25 99 feet. thencr~ North R9"00'52" EiJsl. i1 rtlsl,lflce ot1 ,257 97 f>~ct. Ihence North () 100'52" lIVes!, C1 dlstallce nf 1.704 11 fe"l. thr'llu: I\/orlh n0 'or!':;!" [,lsl :1 dlst.lnr;;.; of 'IR 71 feel. Ih,;llu" f\Jllflh () I nrY',2" Wr::sl. ,I r!I';I:illU; of rlO Olj [,;,::t IIJ 'h,; 1111"(';":r:I!l)n (II u;nli;rlifIF;', nf I),\r/', I IJI ;) FX/lJIlIT ^, J';'1~c I 01 I, PARCEL 1.2 Scllrl Harry Sheprrnd BCJliIRvClrr] ,:Hld sail! Del Rosc" Dnve and the POINT OF BEGINNING Becmngs and Distances used in Ihe above desCrlpllon are on the California Coordinate System, Zone 5 (NAD-83) Multiply distances shown by 1000068,110 obtain ground level distances END OF DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature ~fggn~~~~) --~~? . Date 1",1'1" ) 'J I ) !':XH IIHT AI l':I~~C ~ of /~ --.--------- --------.- ('J , le)/ , I,D ! 'c \ ! 8L OCK , L' C..' , ---, , iJ , 17';/:1 I") V, , J ' ) , ),( [}, 7/2 , rG I /) , ',J ':i , i ,-) / r,tJ ! U 'I r' Q~ 'l:,~_~ ,-) --) ,-~ I " EXIIIBIT B, Page 2 of J (This page d"picts the description on 10CHIBIT A, page J) -- - RSB M. O. 1/2 I I '0; 10 , 1-1 '< 1- .a: 10 '::E W FE BLOC/( 48 RSB M.B.l/2 NOO'25'0I'W 2 I ~. 99 '. s t: ~OO'59'IO'h --, l" l~ Cl:. '" 0_ '- (if89- 00' ?O',vJ .I -5 ..I t ,'I ~, '~'''-- .\'l89' 3<1' 5,9' f r,t' - ,- I S 86, I ~ , Ot--' " i I tf) ~ I SCALI::. I " 0200' ! ' MILL STREET --.::;-------- - "--- - ~ --~ OCAHJUr.; nlD ol'~r,\IICl u~r0 III loll .l.OOVl: ?L.1.T "Qf :)~J [H[ Cl\l!rOrlll14 COOIWIlMrc r;y:;p"l.i, zml[ ') IIHO iL\1 I UllL TIPLr DI'';TPJCE SIfOW~1 0,' I I_)_';~l(j",: TO n[][AI"j r;nr)(JoJl) I rvEl. 1)1 STMFF~, HcrClllndt'::, KrO'\1llt & /\.HlOcln.r('_q, Il1c ( r' 1 \ IJ I (1/).1 1 ~ r' Ii [ ;', !"I (1./ PO C /If)'_/" 1 I i ,1(;-' ';() I I ;'>. Sh ,,\1, ! 'l. U I p(:( I f\) 1 ,f.,! i (),: i' (; Ii Ii ('I fFcC I iI/I I''', (()HI.1U-)I' , ~!r :.'sr/;: I~ Ii j;1 / I" ir J \1 i I y " i! ,\: ::-ri<' i :,/,": r I ~111 :1 i '.. I-! II i '; \~ I lilH,Wilirr' PARCEL K-2 Rel11(J;ncler LEC;AL OEScRIFJTlmJ III Ihe City of San Bell1Jrdino, COllntl' of SCln Bernardino, State of California, being a (Jor-lion of Lol 7, Block 48, Rilncho Seln Bemardlllo, 2S per IVlap recorded in Book 7, Page 2, Recore!s of Sillc! Coullty logether with portions of vacated slreels ond alleys lyinC] within illlcl ,lcJJilUJI11 to sAirl block illlcJ lots, drscribed as follows COMMENCING ill CI I" 11011 pipe With lhe City of San Bemardlno tag marking the centerline IntersccfJon of TI/lpeccmoe i\venue and (\'li1t Street, per Record of SUivey filed In Book 109, paqes G ilnd 7, Inclusive;, of Record of Survey of said County, thence, NOl1h 00"25'01" West, along tho centerline of said Tippecanoe Avenue a distance of 1,59477 feet ancllhe TRUE POINT OF BEGINNING; thence illon9 selld centerlmp., North 00"25'0'" West. 21499 feet: thence at right angles to said centerline, North 89" 34'59" East, 86.14 feet, to the southwest corner of that parcel of land conveyed to the Smart Slal1 Child Development Center, by Quitclaim Deed Number 20020165818, Recorded April 4, 2002, Records of said County also known as K2, Ihence along south line of said parcel, North 89'00'29" East, 43100 feet, thence leaving said south line, South 00059'10" East, 21496 feet to the easterly prolongation of the nonherly line of that parcel of land conveyed to the Nonon Credit Union, by Ouitclaim Deed Number 19980168698, Recorded May 4, 1998, Records of saie! County, also known as Parcel K-3; thence along said easterly prolongation of the northerly line of SillC! parcel, Soulh 89"00'20" West, 43314 feet to the easterly right of way line of Tippecuf)oe Avenue, Ihence South G9'34'59" West, BG 1'1 feet 10 celllerline of Tippecanoe Avenue and the F'GINT OF BEGINNING SUBJECT TO Cilspmellts over Third Street and Del Rosa Drive for public ulilities and 1';9111 of way ilS Ihcy 110W (Xlsl BCClrings ond DlslilllU;S LIsee! In the above description are on the Callforrl/a Coordinale System, Zone: 5 (NAD-8,1) Multiply distances shown by 10000684 to obtain ground level dISlilllr:r::S .~ ._~--,,~----- -~~--------_._-. -.-.- END OF DESCRIPTION I,ll' , ,,\, I rill' ,.: [ I ' :1' 'II ,(} O:t!::;:'~I,(:l . \_l/' {__ i , ) r till, .1 , ~ r I'; r' I I',' "1/', /.) c ( ') ,- ""XIII III T ^. 1"Il,,,l () r I, ! I I LU > I <( I LU o I z I~ I Il.w tiB 'J' J'I' 5') , I: I ~ '//~ 86. 14' I/f 1/ ,I,J N89'OO'20'E ~40. 76' I /0: )0 1-1 ,<( lir '0 !~ 'w ,~ I , I '_h_...J r--- -- L' I i') ,r ,} '. ,1 L. :,( '. r. ,j( /' ;; ., c .,0 . o SC AlE I" = 200' '<J ctc / // ,/ '!189'39'O~'j{ .< vv 12%. ,16' POC EXHIBIT 8, Page] of ] (This page depicts the description on EXHIBIT ^, page 4) !1~,1f11~,1~ 1,111' i!I(.',',~IU U<;fO "~I /:11 hfJOvl P!A.f .I..If. Cot; fll! (A~lfl)IIIiI', C').')fH)IUhft ';r",;r[N. !l'II~:, (ILlD !11' ~fUL r I r[ '( () 1-, r ,'!l1.I ;II(~WI~ ii'( ) OO(\')I)~: 10 DDT,\I'I 1;11()l,'IlO :f"-';:I. li1e,f.'lII"I', .'\r'L t,.:) '.3.0115 ':. I) f Ie ? I! 1\(; If r. ,:J() I >'! I (. : c, ! li'if Ii/ i:lln! I III 1)1 1:()~'0,1e IJi: III i i (',\::1 ,I I,I.J: -',i I I ./ I ( \ ,I: I i '- I /l,.'!t:rC tV: i I"~ , k rO<lni' ~\.t .\"',~OCiRtCfl, Illl' 1,'Hlr;IJ;h~l ';:'1' ,(. Il'-'! ;1;1 I). . I II!, r-- I, i'j f) ,\, l! I; PARCEL 1\-4 LEGAL o FSC.QIPT/ON In the City of Sill) Bl'rniJrdlno, County 01 San BernurcJino, Slate of Caltfornla, being i1 portions of Lots:) and 6, Block 48, Rancho San Bernardino, as per M8p recorded In Book 7, Page 2, Records of s8id Calmly, together with pOlilons of v8cateci streets and alleys lYing wilhin and adjacent to siJlcllJlock Clncl lots, described as Fallows COMI\,IENCINC al a 1" iron pipe with Ihe City of San Bernardino lag mClrking Ihe centerline intersection of Tippecanoe Avenue ,mel Mill Slreet, per Record of Survey filed In Book 109, pages () and 7, inclusive, of Record of Survey of said County; thence, North 00"25'01" West, 8/ong the centerline of sclld Tippecanoe Avenue a distance of 4125 feet, to the westerly prolongation of the northerly right-of-way line of said Mill Street and the TRUE POINT OF BEGINNING, thence continuing along said centerline line, North 00'25'01" West. a distance of 786.66 feet, thence al right angles to said centerline, North 89"34'59" East, 86.14 feet to the easterly light of way (ine of Del Rosa Drive; thence, North 89000'20" Easf, a distance of 44C .76 feet, thence, South 00"59'10" East. a distance of 388 72 feet, thence, North 89000'52" East, a distance of 76205 feel, to the west line of the San Bernardino Internatiorlal Airport Property; thence, South 00056'06" East. a distance of 41152 feet, to the north right-of-way line of Mill Street; thence along said right-of-way line, South 89039'04" Wesf, a distance of 1,296.46 feef, to the PO/NT OF BEGINNING SUBJECT TO easements over flppecallOe Avenue for pulJ/ic utilifies and right of way as they now exist Bearings and Distances used In the above descrrption are grid based nn the California Coordinate System, Zone 5 (NAD-83) Diwle distiJnces shown by 099993157 10 obtain ground level distances ~-._---._-~-_. ----._-~---- --------- ---~--~----------~ END OF DESCRIPTION 1111,), \: I', 'I Ii r' '}jI 11(0) I t, "II r'lll)" I, ,,' ',' ':f'd'() f" V "'I"'; ," I '(:'f 1/ - <: "_ (/\ t\~J ' 'r I:, ,1.-'1 II" I:. Ie', I" 'I," 111 " :,",1 I ,I (. C'I- I C~) r,XIIIBIT ^. Page !, oj I, LINE DATA NO. BEARING DISTANCE U S89'38'5J"W 557.81' l2 NOO'21'orW 41.25' L3 N61'28'04"E 847-114' L4 N69"59'SS"E 385.49' L5 N701l3'28"E 1043.06' L6 N69"55' 42"E 890.66' L7 N69-sg'SS"E 3092.35' L8 588'41' 4B"W 1143,<<' r- L9 520"OO'05"E 69.22' UO S501l3'54"W 741.91' Ul N28"37'41"W 156.50' , U2 S61'3O'12"W 2787.25' I L13 SOO'29' 4B"E 576.95' L14 SB9"31'09"W 41.26' LIS N89'22'35"W 838.74' L16 $17'28'5]"[ 317.84' L17 S69'59'41"W 925.01' U8 SOO'32'11"W 10.67' U9 S89"38'5J"W 1886.56' w CURVE DATA ~I NO. DELTA RADIUS C1 151l3'33" 1515.00' <1::, C2 lT35'36" 1030.66' ~I C3 52'22'06" 793.94' <31 BLOCK 48 &/ l- I EXHIBIT "A" ~ c..:> w SHEET 2 OF 2 2 Zl~ W ---12 > O::w <I:: ~I> (/)<1: , h=-~------L_- J~jI f 91_0011 1<..5 \ \'.3} \S-c."/. 1<.5 SCALf: 1'~1200' LENGTH 398.19' 316.48' 725.66' BLOCK 51 -------- ----------------- ~--------- }1'O-'2>\ ~'tI~i / \{,5. \OO~~~~ PCl "A" --------/ La 10 ~.\' C, n ~RC ~C?~S \ <.t,So:. \\J' ~ U5 / - ~U6 " '/ L19 /",<;/C2// N PALM MEADOWS DRIVE /,' /' -' (FORMERLY CENTRAL AVENUE)(" / / @ O? O? ~ W1:- ~ ~:~ ~:~ ~:;.i ~I~ ~J~ ~18 .1<0- . t""" f'lj.-- :gIll ~11l ~tll z~ :z~:z~ NOTES: BEARINGS MID DISfANCES SHOWN HEREON ARE GRID, B/\Sm ON THE CALIFORNIA COORDINATE SYSTEM (NAD 83) ZONE 5 TO OBTAIN GROUND DISTANCES, DIVIDE THE GRID DISTANCE SHOWN BY 099993157 ASSOCIATED ENGINEERS, INc'l .5.511 fAST SHELBY STREET ONTARIO, CA 91761 (909) 980 -1982 FAX (909) 941 oem -~--_____~______~'~_T_~~"""'" ~ A E JOB NO '1'2-89-91 -------INLAND VALLEY -[- PARCEL.-~--~~'~ [JEVELOPMENT AGENCY fFBPUARY 7001 10S _~, _._ r~_ _.____._~._____ ~.~ ~__ _ _'_'~___""_~~___.,_~___;",_,_,,, ....___~._ . ----. ------1 ------- MILL STREET ------------ EXHIBIT "A" SHEET 2 OF 2 /- /- -- ~--\ - ----- -~ /-/ -/-- -------- -~- BLOCK 47 RANCHO SAN BERNARDINO MB 7/2 -/. ----- -/. _/ SCALE: 1"=400' . --"" .---" ------ /- 91_0011 1'5. j\S-2'2- 1'.5 \\3 /11>-'3\ 1'.5. \00 EADOWS DRIVE (FORMERLY CENTRAL AVENUE) - N89"38'S3"[ 2039.55' . . P.O.C. PARCEL C-1 14.99:1: ACRES i'-' ll)'OO - <0 '" . ,,",, 0'" o en BLOCK 59 RANCHO SAN BERNARDINO M.B 7/2 NOTES: BEARINGS AND DISTANCES SHOWN HEREON ARE GRID. BAStD ON THE CALIFORNIA COORGINA TE SYSTEM (NAD B3) ZONE 5. TO 08T AIN GfWUND DISTANCES. DIV10E TI-lE GRID DISTANCE SHOWN BY 099993157 tU. ,lOll NO.9? -89--91 ]----- ----r--.- ASSOCIA TED ENGINEERS, INC. 3311 EAST SHELBY STREET INLAND VALLEY PARCEL C-1 ONTARI.O, CA 91754. DEvELOPMENT AGENCY 1 FE8f,UARY 2003 ('109) 980-198? fAX (90,1) 941-IJR91 - - 106 --_______.~ _ -._ _nT~'.__."_~~_________,_..~._~,.__. ___._~""...~....=~~.~~___..~~_~ Development Agreement No.1 Exhibit B -Stater Bras DDA Parcel r- .. -..--.-------- - _._~---- (~}-- OZ' ') 145' L 59,98' Rol200, 75', ..,J @-~ 'IO.IZ' /86'OS'S2'J CD--- OZ' 51' 45' L 059.99' R"IZOO, 75' > y.i (E}---- 32. 72' ~9'00' 37'{ @-- 09'26'22' L-169,81' R-1030.73' "XHlllIT 1\, {'age I of J (Th i s page dep iet,; the dese ript ion in "XHI/lIT A, Pages 1-2) I I i i i i -j i ~ l_--- _' -t, L - - :::=---:.=--:.---- w ( I' - I' , ~ 0 i / I :;::~ " : .a'l 1/ I ';i,;, I. I 1,/)0 II , 5i : j- - rh-------n- I , wli ; >" : . <( i I--J-------------'J! " . W II : :, 01. , !. z" : '/ <( I. ! ,. o I! r-------------I! W" ' I, do I ' a. .. I I. - i I : 1-.. I j I : ,. I " ' I, i i I : " I / i ,-{--____________' ~ I' I IX: ~ i I i 0 ~/ I' I ;;:t" II i ..J / i i i <. a: Ii ' ~ i I w i i :I: . , i I I ! i f SCALE I' =400' S 208.69' ,V-! k79'34'15' '-1(., J\ ~_J J Ci9/3~-'} I 48.71 .N89' 00' 37' E , , I I J ja: ,0 !<: 1<>> ,0 fa: I..J ,W 10 . I I .---- ----~ ~~ rOB, f'O IN r or src I CI,'/II,r; .~OC. PO l'lf L\C COIAI,lUIl: I CI(; r-I~~~-a~~e[, Kroonc & A/;Hoclatcq, ConsuJlinq Civili-:nqln(;r;r.(. .PI 1')IlIf\_;'J('/Pjl)r--; ? H Ie os: 1)1 'Jk" III i, " i '-;(jn ]/'rnu,klL\ \ (J': l'H BEARING ANf) UISfAl~CES uSED IN TliE ABOvE PLAT ARE Ou rUE CAllf"OfmJA CCOlOINAfE SVSf[U, ZON[ 5 (NAD-S)!, WLf'PU OISHNCE SHO'WH BY I.000Ofja~ 10 OOTAt~1 GROWIO ltYFL OISfAkrES "REA. 3,001,0'1250 if 70,9G ,\C OWNU! 1M Ai'JD \j All r y OrVFLOrMENf ACENCY I P,'IlCU 110 I PAI-<CEL :) nr-{~(P!P rl()~j 11o\I[ 1'/\1;>( I I 11 I)', /1)(1:' ] I I P!\RCEl'-2 EXHIB IT 'A' In the City of San Bernardino, County of San Bernardino, State of California, being those (JOrtlons of Block 413 and 49 of the Rancho San Bernardino, as per Map recorded In Book 7, Page 2, Records of said County, together with portions of vacated streets and afleys lYing within and adjacent to said block and lots, described as foflows BEGINNING at the centerline IIltersections of Harry Sheppard Boulevard and Del Rosa Drive as shown on Record of Survey, filed In Book 109, Pages 3 and 4, of Record of Surveys of said County: thence along the centerline of said Harry Sheppard Boulevard, South 89"00'37" West, a distance of 149.32 feef to the beginning of a tangent curve concave southerly, having a radius of 1,200.75 feet: thence westerly along said curve and centerline, through a central angle of 2 051'45", an arc distance of 59 98 feet; thence continuing along said centerline, South 86008'52" West, a distance of 40.12 feet to the beginning of a tangent curve, concave northerly, having a radius of 1,200.75 feet; thence westerly along said curve and centerlin,c, throug h a central angle of 2051 '45", an arc distance of 59 99 feet; thence continuing along said centerline, South 89000'37" West, a distance of 32. 72 feet; thence at right angles to said centerline, South 00059'23" East, a distance of 40_00 feet; thence South 01"04'03" East, a distance of 565.44 feet: thence South 89'24'21" West, a distance of 342,30 feet; thence North 00058'48" West, a distance of 563.07 feet, thence Nurth 00059'23" West, a distance of 40.00 feet to the centerline of said Harry Sheppard Boulevard; thence along said centerline, South 89000'37" West, a distance of 1,00466 feet to the beginning of a tangent curve concave southerly, having a radius of 1,030 73 feet; thence westerly along said curve and centerline, through a central angle of 9026'22", an arc distance of 16981 feet: thence continuing along said centerline, South 79034'15" West, a distance of 20869 feet, thence leaVing said centerline, Soulh 00"59'10" East, a distance of 54855 feet, thence Nor1h 89000'50" East, a distance of 305.00 feet: thence South 00"59'10" East, a distance of 506.50 feel, thence Soutll 89000'50" IN est, a distance of 305 00 feet; thence Soulh 00"59'10" East, a distzmce of 752.02 feet, thence North 89000'52" East, a distance of 305.00 feet, thence North 00"59'10" West, a distance of 715 74 feet, thellce North 89"02'13" East, a distance of 351 07 feet, thence South 00' 59' 17" East. a distance of 715 60 feel, thence North 89"00'52" Easl, a rJlstance of 105.96 feet. thence North OO"56'OG" West, a cJistClnce of 2599 feet, Ihence North FlCl"OO'S2" East, i1 dlstCl[lce 011,257 97 feel. thence Norlh [) 1'09'52" Wesl, a dlslanr:e of 1 704 !11 ff'''1 Ihr;IIr:r~ North!1fJ '"rnl" EelSll c1lsl:1nr:c~ of 'lfJ 71 f8pl, !h'cllI:e ~J()rlh () 1-1)(1'1':)" l//i;:;I. ,.j II'SI;1:1Cf; Dr (10 IJO [,>:;111) !h,: 111Iu~;';I:llon ')[ f:Cfll':lllIlc;S IJI P'"J1' 1 (,[ :' I-XllflllT ^, 1""',<' I of /, PARCEL 1-2 s;][(1 H::Hr}iShcPP'lrcl BOlI/eVrWi ~1nd salU 0,,"1 Rosel Drive and the POINT OF BEGINNING Bearings and Distances lIsed in the above descnption are on the California Coordinate System, Zone 5 (NAD-83) Multiply distances shown by 10000684 to obtain ground level distances END OF DESCRIPTION This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature ~fggan~N;~S H? . Dale I': I,rl f),,'I" ;; ,If 2 I.:XHI lIlT ^, l'ag" :2 or I, , ('J I,' , "\ " "l, 'C \ , , , "- I"J V' , ) Q:i " (,J :i CO , "1 I QC , ;- 'i '''',~-. ", ._~. I : ----- R58 ,If. 0, 7/2 NOO' 25' 0 I' W 2 I 4. 9 ') , -,/ " l" (~ '" " '" SCAl_l I " = 200' --,,/ [Jr.\rl!~J(; :\IiD OI':f"II("1:: U~F.D '" 7i(l ADOYr. :JL.\.T M?[ :)u (H[ Cl\llFl1nUIA coonOINAr(.: :;Y';TE~, ZmlF 5 IU,,-(j iJJI I UUL T I Pl Y IJ I ') T M~r 1:. SHOWII 01 I I). f\r, ) fa ('l)fA.l"l CnOlNf) ! F:\/[( Dlji.\w~[r, H~r~,""~", KrCK)", 11 Aw"cla<r" In, 'I (I;;) Sill( '11'1 (,') .Ii i t"qlll-"" ~! "JII/ , , I i , , , , I I I I r:XllfBIT H, Page 2 of J (This page depicts the description on EXHIBIT 1\, page J) 1(.)/ ! i I , ! ! i i [if ()CK 1 g !?,'/? ),( 0, 7/2 ,f! I;) / r ) ,-l(j r' - , ! i --~- : ----.'-----aL'IO \---..S-HEPP"R~_ ------ I H~~R!,------..-~--- j------ ') J i '0: ClHLD CARE ,i!Q PARCEl ,-' i 101( i !n: 10 i~ !~ i :/ ! BLOCK 48 RSB M,B.7/2 ." .! I' I, MILL STREET ._--.~ - - -- - '._- - ~- --. PO C :\1)1';\ I I I I, .1(\;' '-;U I I , . rj Ii /\ I i"I):11 I',) i III IJ: Hie IIIIIIIF, ('r) I ill (,I' UJHf.il: tJI' lei! ['()r I :. '," r (r f~ II II /'I~ if J . :\1 f '( 'I: 'I "i'\1I ii I '\";1'(1'- ~iO -' in f~ I\IUI Ii {-' PARCEL K-2 RemJincler LEGAl DESCRIPTiON In the City of SiHl BRmarclino, COlJlltjl of San Bernardino, Slate of Californid, being a pOl'tion of Lot 7, Block 48, Rancho San Bemardlno, as per Map recorded in Book 7, Page 2, Reeol'cls of selid County together witli portions of vacated slreets Clnd alleys lying within iI/lei adjil CfJn 1 10 Silic! block ilncJ lois, described as follol'iS COMrvIENC/NG at il 1" ilOn pipe willi fhe City of San Bernardino tag marking the centerline IIltersection of Tlppeccllloe ^ vonue ancI I\Aill Street, per Record of Survey filed in Book! 09, pages 6 and 7, Inelusivp, of Record of Survey of said County, thence, NOlih 00'25'01" West, along the centerline of said Tippecanoe Avenue a distance of 1 ,594 77 feet and the TRUE POINT OF BEGINNING; thence along said cenlerlme, North 00'25'01" West, 21499 feet; thence at right angles to said cellterline, North 89' 34'59" East, 86.14 feel, to the southwest corner of that parcel of land conveyed to the Smart Stilri Child Development Center, by Quitclaim Deed Number 20020165818, Recorded April 4,2002, Records of said County also known as K-2, thence illang south line of said parcel, North 89'00'29" East, 431,00 feet, thence leaving said south line, South 00059'10" East, 21496 feet to the easterly prolongiltion of the northerly line of thai parcel of land conveyed to the Norton Credit Union, by Quitc/aim Deed Number 19980168698. Recorded May 4,1998, Records of said County, also known as Parcel K-3; thence along said easterly prolongation of tile northerly line of said pnrcel, South 89'00'20" West, 433 14 feet to the easterly right of way line of Tippecanoe Avellue: thence Soulh 89034'59" Wesl, B6 14 feet to centerline of Tippecanoe Avenue and the POINT OF BEC;INNING SUBJECT TO CilS8mellls over Third Street iH1d Del Rosil OlIVe for public utilities and right of way as Ihey flOW exist. Bearings ,1I1eJ Dlslanr::es useel in the above description are on the Cillifornia Coordinate Systern, Zono 5 (NAD-WJ) Multiply distilnces shown by 10000684 to obtain ground level dISlcH1U,S u__ -. --_._-~-_.--___._,________._ _.n END OF DESCRIPTION r ll:' : I I ' :1. .:1 II; :;'/"" I . (" \, ( / \- , .' _ l i~I;(:(fJLli:'II."?~') . (/, , ~ r -; I _'.' ' 'J! llll,!r( 1':1 1'-"'\' I ::11' 10" / ,1,1'" /:' (I (_ C, I'XIIIBIT ^. I',\!,.I' 11'1' I, ; //"1 I I w > <i 'iB'J' ] 'I ' 5 9 . [ R 6. I 4 ' I I i I ,0: 10 1-1 ,e( Ice '0 !2: /w ,;E I I r-- - - ----- ----- ------ ___ -"- '-',-,,- ,~ i , I , . I , I fj (! I! ,if ,} ,/7!S f, 01/ 8, ! i j ,.0 . o en ! i j , . i V.ILLASENOR SCALE I" =200' '<J .c: ..-. -:t~c--:;~',;;,PW-- . I ! \ I I , \ POC I I 1 1296, '15' EXHIBIT B. Page J of J (This page depicts the description on EXHIBIT ^. page I,) N'I (\ ':! J. () 1(3 ':1) I' I lC /1; N~ nF.\III~jl-. I.tlll lilr)\',,'Ir:~_ usrr\ 1'1 fll[ ^f30v[ (->:1\[ '\')1- i:l,' lirf CAllfornJI', UY)flO I ~J,\ r [ '; ('; f r/"!, !l'1;7- ", (iUD fj j MUl. r I rl r (), 1 r ,\flU Cj!((lWIi In I OO(\')(i') ~ 1') rJ()fj.I'1 (,110\,11/0 : f-'''~I Il,lr,rH~I'(,,; Iii' ( : I 'rl I 'i I 'II Ii! I I I' ijl I; III/,j I t I r 1)1 r;Ok'f,1! Iii i III, Hf'1"f\flfldl't, i (' ^ 'iI " r'li":' r'I:- . f- i I '1,11,\ j t' I ( \,' ,!' Ii' ( {"" }-il '(I tlf'j I I 1,\1 I 1-<. r(l()nl' <.~ ,-\f1.~OCI~t\'R, lll( I _ . ) (I , r; ~ Ii! - r \ 1 " ' ~ I. I 'If nr :'f , :( I .")(, I "1,1 ,.' :1 i':' f' PARCEL K-4 LECii\L OfCSCRIPTIOIIi In Ihe City of Sill] Bem,m/lno, Cuunty of San Bernardlllo, State of California, being a portions of Lots 5 and 6, Block 48, Rancho San BernArdino, as per Map recorded in Book 7, Page 2, Records of said County, together with portions of vacated streets and alleys lying wilhin and adjaCelll to said block and lots, described as follows: COMMENCING al a 1" iron pipe wilh Ihe City of San Bernardino tag marking Ihe centerline Intersection of Tippecanoe Avenue and Mill Street, per Record of Survey filed in Book 109, pages (-; and 7, inclusive, of Record of Survey of said Counly, thence, No/ill 00'25'01" Wesl, Jlong the centerline of said Tippecanoe Avenue a distance of 4" 25 feet, to the westerly prolongation of the northerly nghl-of-way line of said Mill Street and the TRUE POINT OF BEGINNING; thence continuing along said centerline tine, North 00'25'01" West, a distance of 786.66 feet, Ihence at fight angles to said centerline, Norih 89034'59" East, 86.14 feet to the easterly right of way line of Del Rosa Drive; thence, North 89000'20" East, a distance of 44l .76 feel, thence, South 00059'10" East, a distance of 388.72 feet, thence, North 89000'52" East, a distance of 76205 feet, to the west line of the San Bernardino International Airport Property; thence, South 00056'06" East, a distance of 411 52 feet, to Ihe north right-of-way line of Mill Street; thence along said right-of-way IlI1e, Soulh 89039'04" West, a distclflce of 1,29646 feet. to the POINT OF BEGINNING SUBJECT TO easp.menls over Tippecanoe Avenue for PUlllic utllrlles and rioht of way as they now exist BeClllngs and Dislances used In Ihe above descllptioll are Olld, bilsed on the Callfol'llia Coordinate System, Zone 5 (NAD-83) Divide distances shown by 0 99993157 10 obtain ground level distances ----- ------~- --- -~-~ END OF DESCRIPTION 1.111; rIll); I"': ""11"''',''1:;''1 '"'''''1'''':''''' . ")/:"("'r'V.'''.I'' '."\\ Y,\_- -(j,l(>r: " .' . '/.' ) I '.'11 ," 'r 11(.l.( II". ,;" 111 I / I: "', I"~ // I I /, ,- EXIIIBIT ^. I'''ge /, of " Development Agreement No.1 Exhibit C - Mattei Parcel ~.. ~ ~ rr ,----- -- . -- ----.. - \.\'<..~ e' '<<If' ~Eaeernent Farcel (11' Wide) 642.89' o a:i Z:i I I I N88'53'20"E 501'06'56"E 5~.16' ;" ,... Ili ... ... m f o L.. --.- ~ c>-- .-/ c>-- l] '- <J U N89'35'10"E 634.27' j= N o '" l" o o z N88'57'51"E 300.09' l......--- J-. Rialto Ave. Lc-t 7 I ---i--- i Lot Lo"t ~ 76' ro ~ , 1"------.- ~ 22 b I /0 ,"'(} jV <ijb' Existing Dedicated P'" b (b Right of Way V' .Jl .....6~'b r<-"'S'V" V ~',~ Y'""v<0 <<-"-"''0 " -?-~ (j? l\. ~ 'i!-O" ~, $P 01).. 'f0,,,,,a'\.' -<0- --. fo~~~.~~---- -.-- -- . A I/)" ~ 'f-<<-"'''-'- ~ ",a ~'- ['-... (\'J--~---' o '- Existing Dedicated Right of Way (coe 2002-001) Existing Dedicated Right of Way 654.77' 00 ... N89'OO'37"E BJ ocl-<. 4S;J ~ ...... ~ Ili N <D (COC 97-007) "!' on ... ;... l" o o z (COC 97-008) :, -,00' _, L=1~9.82' (L=169.82,)i .! R=1030.80' ~ I: [:.=09'26'22" e Q ~ Lut fJ Harry Sheppanc:l B/vc i Bjo~:!< I L.t8 I BOUNDARY SURVEY MatteI Site Parcell of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 2003-06, recorded July 2,2003 as Instrument No. 2003-0486485, Official Records of San Bernardino County, California, described as follows: Those portions of Lot 7 of Block 48 and Lots 5, 6, 7 and 8 of Block 49, all of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: BEGINNING at the intersection of the centerlines of Tippecanoe Avenue and Harry Sheppard Boulevard as shown on Record of Survey No. 97-0020, recorded in Book 109 of Record of Surveys, Pages 3 and 4 thereof, Records of said San Bernardino County; Thence N.75044'55"E. along the centerline of said Harry Sheppard Boulevard, a distance of 4.98 feet, to an angle point therein; Thence N. 79034' 15"E. continuing along said centerline, a distance of 724.55 feet; Thence northeasterly continuing along said centerline along a tangent curve concave southeasterly, having a radius of 1030.80 feet, through an angle of 09026'22", and an arc length of 169.82 feet; Thence N.89000'37"E. continuing along said centerline, a distance of 654. 77 feet; Thence N.00057'45"W., a distance of 625.14 feet; Thence N.88053' 15"E., a distance of 44.51 feet; Thence N.00024'50''W., a distance of761.96 feet; Thence S.88057'51 "W., a distance of 300.09 feet; Thence N.00056'02"W., a distance of 445.75; Thence S.88053'20"W., a distance of 642.89 feet; Thence S.O I 006' 56"E., a distance of 59.16 feet; Thence S.89035' 10"W., a distance of 634.27 feet, to the centerline of said Tippecanoe A venue; Thence SOo024'50"E. along said centerline, a distance of 1912.55 feet, to the Point of Beginning. SUBJECT TO easements over Tippecanoe Avenue and Harry Shepard Bou1ev~rd for public utilities and rights of way as they now exist. The above described parcel of land contains 63.202 acres, more or less. Development Agreement No.1 Exhibit D - Pep Boys Parcel -------J Z ~g 011 Q "'. a:: ~ ..J .2) o m Q ~ ---a.. w J: U) >- 0::: ~ D <t Ci 'in ::J Cl ~ <D .. I :; '" 1 <D '" .0 I-~ 00:: Ww 'a' eD :J-G - CI)~ 0. <D <D'" ",I ~:;: a", I '" 1 r--l "- .. I ~.. 1'1 I to '" a "- I :;: 1'1 I <D 1'1 ~ '" 1 .. '" 1 to n o I-- '" o "- '" :;;. "';0 n",..- 0' I 3nN3^ ~ '" 'in ::J Cl ~ a\fO~ \fN31 '" '" I :;: '" I to -"'- a ON'I7'03ddl n '" I :;: l- n I -w to '" W 0 ~ U) ..J ~ ~ ~ i I- ~ _~ ~u! ~ w ~ W. () ~ a:OI1:~ Cl-"I--t! <t _ n I- !E (/)>- ! Z:r:O" WXro ~Wll. C-1Jr - gll. W > W o Parcell Lot Line Adjustment No. 04-001 Parcel I of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 04-00 I, recorded May 6, 2004 as Instrument No.2 004-0316870, Official Records of San Bernardino County, California, described as follows: Those portions of Lots I, 2, 13, and 14 of Block 45, of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-0019 on file in Book 110 of Records of Surveys, Pages 51 through 53 thereof; Thence N.00025 'OO"W. along the centerline of said Tippecanoe A venue, a distance of 41.25 feet, to the easterly prolongation of the northerly line of said Mill Street, said northerly line being a line parallel with and 41.25 feet northerly of said centerline of Mill Street; Thence S.89038'20"W. along said northerly line, a distance of 1115.25 feet; Thence N.0002I'40''W., a distance of 120.59 feet; Thence N.22025'55"E., a distance of 169.64 fee.t; Thence N.00025'OO''W., a distance of359.44 feet (formerly 359.84 feet), to the POINT OF BEGINNING; Thence continuing N.00025'00''W., a distance of 1520.98 feet Thence N.890 19'55"E., a distance of 563.12 feet; Thence S.89055'09"E., a distance of 486.16 feet, to centerline of said Tippecanoe Avenue; Thence S.00024'50"E. along said centerline, a distance of38.02 feet, to the intersection with the centerline of Harry Sheppard Boulevard; Thence S.00025'00"E. continuing along said centerline of Tippecanoe Avenue, a distance of 1481.20 feet, to a line which bears N.89035'00"E. from the Point of Beginning; Thence S.89035'00"W. along said line, a distance of 1049.25 feet, to the Point of Beginning. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe A venue in favor of the City of San Bernardino, recorded March 13,2002 as Instrument No. 2002- 0124767, Official Records of San Bernardino County, California. The above described parcel of land contains 36.657 acres, more or less. Development Agreement No.1 Exhibit E - Pep Boys Adjacent Parcel ,)s . _J~-..tQ ---------.....- U 110 VI~ .~,. ~ D-~ o m o ~ Il. -. W J: C/) >- 0:: ~ N '? ... '" I ell r'1 ;; lO ","1 "'J- ~... 0,.,., I >- OC o (L 0:: " <t ... I ... r'1 I '" r'1 ;; "'~o "'...... 071 ~ ~ ...J ~ I- ~ B .. 'Z n::--g ~ ~ ~ w I-J! - w wz ~ _et::-.wc< C91-0~ <(I- in <( ~ __, II'l ~~~~ o._H_>- o 0 uJ III > Q. UJ W Cl Q. "1 "1 I ... ,.,., I '" ,.,., ;; "1 I ------u;----- .-....;_. - .. r'1 I '" '" o 3nN \;/ 30NV03ddll ;;; I ... r'1 I "' '" o -' <t iY >- (J) =' a ~ a\;/o~ \;IN31 b~ Ww '0- m _~_O_ (/)~ 0- '" o I Ui- ,.,., I '" '" ;; -I Pal'eel2 Lot Line Adjustment No. 04-001 Parcel 2 of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 04-001, recorded May 6,2004 as Instrument No. 2004-0316870, Official Records of San Bernardino County, California, described as follows: Those portions of Lots I and 2 of Block 45, of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-0019 on file in Book 110 of Records of Surveys, Pages 51 through 53 thereof; Thence N.00025'00"W. along the centerline of said Tippecanoe Avenue, a distance of 41.25 feet, to the easterly prolongation of the northerly line of said Mill Street, said northerly line being a line parallel with and 41.25 feet northerly of said centerline of Mill Street, and being the POINT OF BEGINNING; Thence S.89038'20"W. along said northerly line, a distance of 1115.25 feet; Thence N.00021 '40"W., a distance of 120.59 feet; Thence N.22025'55"E., a distance of 169.64 feet; Thence N.00025'00"W., a distance of359.44 feet (formerly 359.84 feet); Thence N.89035'00"E., a distance of I 049.25 feet, to the centerline of said Tippecanoe Avenue; Thence S.00025 'OO"E. along said centerline, a distance of 637.45 feet, to the Point of Beginning. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe Avenue in favor of the City of San Bernardino, recorded March 13,2002 as Instrument No. 2002- 0124767, Official Records of San Bernardino County, California. The above described parcel of land contains] 5.643 acres, more or less. Development Agreement No.1 Exhibit F - Golf Course Parcel LINE DATA NO. BEARING Dl5T ANCE U S89'J8'SJ.W 557.81' L2 NOO"21'07.W 41.25' L3 N61"28'04.E 847.84' l4 N69"59'55t 385.49' l5 N70'03'28.E 1043.06' l6 N69"55' 42.E 890.66' l7 N69"59'55.E 3092.35' l8 SBB'41'48"W 1143.44' r 19 5201lO'05.E 69.22' UO 550"03'54 .W 741.91' l11 N28'J7'41.W 156.50' I l12 S61'3O'12.W 2787.25' I l13 $00"29' 48"E 576.95' l14 S89'3l'09"W 41.26' l15 N89"22'35"W 838.74' l16 Sl7"28'5rE 317.84' l17 S69"59'41.W 925.01' l18 SOO'32'11"W 10.67' l19 S89"38'SJ"W 1886.56' lLJ ~I <1::, ~I (J' &1 1=, CURVE DATA NO. DElTA C1 15'03'33. C2 1735'J6" C3 52"22'06" RADIUS 1515.00' 1030.66' 793.94' BLOCK 48 w :::) <':>w Z Z/:::) W .....Jz > Cl:::w <1:: ~,> (/)<t: , ~------- ill // J:_~/ EXHIBIT "A" SHEET 2 Ole 2 I I I 91_0011 It.S. /\5-'2.'2. R.5 \ \;\ SCALE: 1"=1200' LENGlH 398.19' 316.48' 725.66' BLOCK 67 // // / / l19 / / / C2 / PALM MEADOWS DRIVE //// / (FORMERLY CENTRAL AVENUE)(/' / / (0 o:? ;a ~Wb~ ~l~ ~r~ ~:~ "'....lg <nl~ ':.t-la' . t- ~Ir- S"I_ ~III ~III ;::?lll z~ z~:z:~ NOTES: BEARINGS AND DISTANCES SHOWN HEREON ARE GRID, BASED ON Tl1E CALIFORNIA COORDINATE SYSTEM (NAD 83) ZONE 5. TO OBTAIN GROUND DISTANCES, DIVIDE THE GRID DISTANCE SHOWN BY 09999.1157 ASSOCIA TED ENGINEERS. INC. 3311 EAST SHELBY STREeT ONTARIO CA 9175~ (909) 9aO-1982 FAX (909) '141-0K'l1 AE ,iOB NO. 'i289-91 INLAND VALLEY DEVELOPMENT AGENCY T roc, P N~CEL C FEBRUARY 2003 P.O.C. --~-- i: -~-~--Mll1 STREET -'--~- ~-- --1- ~ ---- i , I I i i i r -------- EXHIBIT "AI> SHEET 2 OF 2 91-00T1 B..S. j\SA~ B.S. \ \'.'> ------ ~--------------- '-~'-'-f-\ - --- --------~ ---------------------------~ -----/ BLOCK 41 RANCHO SAN BE:RNARDINO M.B. 1/2 -- / ./. / /-- --- . --- SCALE: 1" ~400' ./ . ---' ./ / // /' / jI'O-a\ B..5. \00 PARCEL C-1 14.99:1: ACRES .1'.".. ot> '&-- .~~. {$'- ~ EADOWS DRIVE (FORMERLY CENTRAL AVENUE) - N89"3B'53"E 2039.55' 894.74'" S19"13' 31 'H "UJ ;000 - <0 '" . ."'-' 0'" o tn BLocK 59 RANCHO SAN BERNARDINO M.B 1/2 NOTES: BEARINGS AND DISTANCES SHOWN HEREON ARE GRID, BASED ON THE CALIFORNIA COORDINATE SYSTEM (NAD 83) ZONE 5. TO OBTAIN GROUND DISTANCES, DIVIDE THE GRID DISTANCE SHOWN BY 099993157 AE ,JOB NO 9/ -89-91 ASSOCIA TED ENGINEERS, INC. 3311 EAS1 SHELBY STRFFT ONTARIO, CA 91754 (909) 980-1982 lAX (909) 941-0891 INLAND VALLEY ! DEVELOPMENT AGENCY -~-.'-~~.~- -____~~.c.~___~ ~_~~"_..............._. PARCEL C-.-1 Ff8RliAIlY 2003 106 Development Agreement No.1 Exhibit G - Vested Provisions EXHIBIT G VESTED PROVISIONS The following portions and provisions of the Specific Plan are the Vested Provisions: (a) Chapter IV, Paragraph D, entitled "Land Use", on pages IV-4 through IV-6 (including Land Use Districts Map, Exhibit IV-2, at page IV-5 and Land Use Summary Table IV -I at page IV -6). (b) Chapter V, Paragraph F, entitled "Land Use Districts", on page V-9 and pages V-II through V-25 (including the Suggested and Permitted Use Table V-2 at page V-22 and the Trade Park District Table V-3 at page 24-25). (c) Chapter V, Subparagraph G.I, entitled "General Standards", on pages V-26 and V-27 (including the Development Standards Table V-4 at page V-27). (d) City Resolution No. 2004-324, approved by the City on October 7,2004. Copies of the above-referenced vested provisions of the Specific Plan are attached as part of this Exhibit G, which vested provisions are current as of the date of the last amendment to the Specific Plan dated October 17,2005. Development Agreement between City and DeveloperNo.l CHIP v12.DOC Exhibit G I EXHIBIT G, Item (a) I LAND USE Chapter IV, Paragraph D PAGES: IV -4 through IV-6 EXHIBITS: Land Use Districts Map Exhibit IV-2 found on page IV-5 TABLES: Land Use Summary Table IV-I found on page IV-6 C,6 A 4.9-acre parcel between Tippecanoe Avenue and Memorial Drive whas-l3eea-transferred to the U.S. Forest Service (USFS). However. federallee:islation is eHcFBatlv eeadiaehas been enacted bv Congress to Drovide for the transfer of this site haek-to the IVDA aMtorzether with the USPS moving to another location outside the Soecific Plan boundaries for the pHcpese sf iRval';iRg the USfS, the CalifsrAia DepaFtMeRt sf FaresR)' aasFice PrateatioR, the Ge'lemec's Ofiiee efBffiergeflej' Secviees and e!her &gefteies ift ajeiftt 1:Ise program refet1'e6 te as FIRE8COPB. TRis Hse is eORsisteat with the OfRee desigRatisR skev.'R Sit the81leeifia PlaR. C.7 A IS.64cre parcel along Perimeter Road Ikas currentlv in the process of beieng transferred to the San Manuel Indian Tribe as Public Benefit land and an additional Darcel of approximatelv 30 acres was transferred from the Air Force to the IVDA and then to the San Manuel (ndian Tribe as Dart of the EDC. Another 2.26-acre Darcel north of Harry SheDDard Boulevard and west of Del Rosa Drive is also pendinrz transfer to the San Manuel Indian Tribe. The use of these parcels shall be restricted to the types of uses described above and as stipulated in the Department of Defense (ODD) Record of Decision (ROD). Use of any existing structures shall be consistent with the General Standards specified in Chapter V, Section 19.30.030 of this Specific Plan. Copies of the Records of Decision are provided in Appendix A. A detailed survey of the boundaries of these parcels has been prepared. and is on file with the IVDA and the City of San Bernardino Planning Department. D. LAND USE The land use element of the Specific Plan is intended to build upon the land use patterns previously established and facilitate the orderly transition of the site to non-military use, accommodating new construction when appropriate and utilizing existing building types and related uses as long as possible in a compatible manner. I The overall project site has been identified with ~distinct land use districts,. including . research and development, trade park, m.emee, industrial, anEl reereatisft spea speee. Each land use district responds to a unique set of needs, opportunities and constraints offered by the existing setting and conditions. The land use districts represent broad policy groupings of common land uses combined with several unique aspects that require a focus at a more detailed scale. Thus; the discussion of each district includes a block by block set ofland use planning guidelines that will serve as the basis for the land use controls and opportunities. .. These land use districts are illustrated in Exhibit IV -2 and summarized in Land Use Table IV-I. As shown, the$pCcific Plan.proposes an ultimate buildout of~ 1~lH- million square feet of building floor area. -This represents an increase of approximately ~ million square feet over the previous lHUstiBg building floor area in this section of the Base. The land use districts are further defined in Chapter V. IV-4 Q Z i:il c.J P::l !<: ,....:J fil f;<:I c.. E-< ::g 0 ,., ~ U ~ g; z '"' ;,: III!!I.~ III >--< Q 0 ~ oll '" . E-< ~ ~ E-< u 0:: 0:: u c.. r.I2 .~ '"' ... '" >--< E-< Q ::0 Q (/) &l ~ Q 5 '" ... 25 "'- ~ r.I2 ~ - " on Q Z ~ <C w n:: ,....:J ~ ~ ~ lf1 f--l ~ lr U Z ~ . """" ~ ~ '41 ~ U lf1 . """" Q ~ Q) ~ lf1 <r; ~ 0::: '""dO~ ~Z~ C\1 j25<r; I I ~Z ~<r;O >- (1jZ~ o:o:;~ 1--1 ~ U~Z 1--1 ~cqo::: ~ . """" i:L1 1--1 ~Z~ ~ >< 0-; <r; z w U)UJp.......j TABLE IV-I SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN LAND USE SUMMARY District District Name Number FAR Acreage Bldg. S.F. Research & Development 1 0.5' 109.6 2,225,916 Trade Park 3 0.5 152.8 3,327,984 Qffiee 4 1M ~ 115,998 Industrial Sa 0.5 ~~ 3.373.2861,861,368 5b 0.25 ~ 1262.0421,.H7,169 5c 0.5 12.6 274,428 Sd 0.5 ~ 1,.w82.ill~ S~ 0.5 29.2 635,976 Subtotal: . ill.Z~ 6.626.0201, 191,8117 Reereeasft Ol'eft Spaee 6 {I ~ {I TOTAL 6~~2 12.179.92011,199,7 41- t The FAR of 0.5 does not apply to the 7.4 acre parcel deeded to the City for recreation purposes. 2 Excludes arterial streets. E. CIRCULATION When Norton Air Force Base was operational, public vehicular access through the facility was . restricted for security purposes. Major thoroughfares leading up to the filcility, such as Tippecanoe Avenue, Del Rosa Drive and Mill Street were precluded from providing a greater role in facilitating area-wide and regional circulation. After military security was no longer required, these roadways were opened up, and now form the foundation. for the future circulation network. This system will compliment the proposed land uses and link the site to the surrounding roadway network. The IVDA has completed construction of major improvements to the following roads: Tippecanoe Avenue between Mill Street and Third StreetHtUTy ShepplH'd Baalev&fd; Harry Sheppard Boulevard between Tippecanoe Avenue and Leland Norton Way; Mill Street from Lena Road to Tionecanoe Avenue. Third Street from Tippecanoe Avenue to Del Rosa Drive. and Del Rosa Drive between Third Street and Harry Sheppard Boulevard., These streets will serve as the primary backbone circulation system for the Specific Plan area, while simultaneously linking the site to the existing external circulation network. Additionally, recommendations have been included in the plan for upgrading the regional circulation network to meet projected needs. It is aRtieipateel !kat Mill Street im}\lravelReBts Ham IV-6 J EXHIBIT G, Item (b) LAND USE DISTRICTS Chapter V, Paragraph F PAGES: Page V-9 Pages V-ll through V-25 TABLES: Suggested and Permitted Use Table V-2 found on page V-22 Trade Park District Table V-3 found on page 24-25 , New traffic signals have been installed at the intersections of Tippecanoe Avenue and Harry Sheppard Boulevard, Del Rosa Drive and Harry Sheppard Boulevard, Tippecanoe and Palm Meadows Drive and Lena Road and Mill Street, again as part of the scheduled road improvements being installed with the first phase infrastructure improvements. A traffic signal is also planned at Third Street and Leland Norton Way as part of the access improvements planned by the San Bernardino International Airport. Lastly, a new traffic signal will be required at the intersection of Third Street and Central. Avenue (in the City of Highland) at such time as new development activity provides sufficient additional traffic to warrant that improvement. F. LAND USE DISTRICTS F.l The purpose of each Land Use District is defined as follows: F.l.l District 1- Research and Develooment lR&D) Located between Harry Sheppard Boulevard on the south, Third Street on the north, Tippecanoe Avenue on the west, and Del Rosa Drive on the east (see Exhibit V -4), Research and Development (District I) is intended to accommodate a wide variety of research and development related uses including manufacturing, light industrial, neighborhood commercial, laboratories, office profesSional use, vocational training and educational facilities, institutional, and recreational open space. The intent is to combine these land uses and implement them under a "campus" concept. which ties these uses together with broad landscaped and well lighted pedestrian walkways. The extent to which raw materials will be manufactured will be limited to that necessary to adequately test and analyze new products. The scale and intensity of these uses may allow for the interim use of existing building stock. Research and development facilities may include the manufacturing, assembly and testing of products which are characterized as clean and generate non-hazardous byproducts. Neighborhood commercial uses may include a food court, retail stores, neighborhood services, and restaurants. Desired office uses would include a broad range of supporting uses in a well landscaped setting. Potential uses include medical offices and clinics, corporate offices, governmental and institutional uses, administrative and professional offices, daycar,e facilities, fmancial services and supporting commercial. . Site design should consider existing uses within the research and development district (see ExhiJ>it V-4). These existing uses include the Loma Linda University Medical Clinic on third Street& west sf Otts GeFielte Dei','e which serves a medical clinic to the local area population. Additionally, the San Bernardino Community College District facility located on the west side of Del Rosa Drive north of Harry Sheppard Boulevard should encourage the establishment of business incubator uses that would benefit from the existing educational V-9 c Exhibit V-4 Research & Development (R&D) Land Use District 1 '" @ @ I ~PWlIIJ:.\D01I' DO. N i NO SCALE LOCATION: THE RESEARCH AND DEVELOPMENT DISTRICT IS BOUNDED ON THE WEST BY TIPPECANOE AVENUE, ON THE NORTH BY THIRD STREET, ON THE EAST BY DEL ROSA DRIVE AND ON THE SOUTH BY HARRY SHEPPARD BOULEVARD. facilities. The existing City of San Bernardino Recreation Park facilities located at the northwest comer ofRialto Avenue and Del Rosa Drive should encourage a commercial health club or similar facility. The vocational and educational uses may range from a potential special attendance high school for technical and research training to Community College District facilities for post~ high school education and training. All of these facilities will be oriented to research and development activities associated with technical park facilities and activities. As a matter of policy, the specific plan does not propose the retention of residential housing units. The existing officers housing along Tippecanoe Avenue will need to be removed prior to development in this area. Parkway landscaping along Tippecanoe Avenue shall be designed to enhance the sites attractiveness and lessen the visual impact of adjacent parking areas. Condition should be given to locating building mass to buffer potential airport noise from the site users. Access points will be determined as part of the City's development review process and should consider existing traffic patterns outside the specific plan area, coordination with office and industrial uses to the south and tourist commercial and airport uses to the east. F.l.2 District 2 - Tourist Commercial (TC) Generally located at the southeast comer of Third Street and Del Rose Avenue (see Exhibit V-5), Tourist Commercial District 2 is intended to include tourist commercial uses to capitalize upon the site's proximity to the Airport. The type of uses desired for the site include high quality restaurants, hotel, visitor serving and specialty retail, offices, airport- related commeroiaVoffice support facilities, meeting and conference facilities. Site design considerations include allowing primary access from Del Rosa Drive at a location consistent with access to the Research and Development District 1 to the west. The massing of buildings should occur along the southerly and easterly property lines to allow for the creation of an internal site focus and visual orientation away from the airport: This will also be beneficial by using the building mass to buffer potential airport noise from site users. The combined attributes of the Tourist Commercial District 2 location and allowed uses provide the opportunity to establish individuaVfreestanding uses such as restaurants at the northwest and northeast comers of the site. Parking areas will be located within the center of the site and be screened from adjacent streets with parkway landscaping. F.1.3" District 3'-"- Trade Park (TP) Generally located between Lena Road on the west, a drainage channel known as Timber Creek on the north, Tippecanoe Avenue on the east, and Mill Street on the south (see Exhibit V-6), this unique district is intended to provide the image ofa self-contained "World Trade V-12 Exhibit V-5 Tourist Commercial (TC) Land Use District 2 LOCATION: THE TOURIST COMMERCIAL DISTRICT 2 IS BOUNDED ON THE WEST BY DEL ROSA DRIVE. ON THE NORTH BY THIRD STREET AND ON THE EAST BY LELAND NORTON WAY. .,'. Exhibit V-6 Trade Park (TP) Land Use District 3 LOCATION: THE TRADE PARK DISTRICT 3 IS GENERALLY BOUNDED BY LENA ROAD ON THE WEST. TIMBER CREEK DRAINAGE CHANNEL ON THE NORTH. TIPPECANOE AVENUE ON THE EAST. AND MILL STREET ON THE SOUTH. F.l.4 Distriet f OAles (0) LeGated eetweeR TippeeaAse :\'16Alie aft tfie west, HaFf}' Sheppaftl BSllle','al'e SR the ReRa, Memsrial Drive Sft the ea~ SAd Mill StFeet eft the seHd} €see Eldtieit V 7), Omse Distriet 1 is preposee te aeeemmeaate a "'mae FaAge af offiee aRe sllJlpertiAg eommereiallises iR a well IlHteseepee settiRg. DesireElHses iRabu:ie meEliael amees BREI aliBis&, 6aFpsrate amees, ac:tmiRiswtlve IlftEl pl'efessieA&l smees, day Bare faeilities, HAMBiet sefYiees 8ftEls1:IppsFtiag eommeFeial. Site eesigA iss1:les iRel1:lde liillitiag '/ehislitar aeeess te TippeBaAse .~.'lefule at a tetal sfreHr eatry drives. Right ktRI5 eftI)' iR 8ftd em eftke aFea aleRg Tippesanee A~.'/eluI8 are R8e8sslIpY te R1l1intaiA aEleqliate '/ehi~uler meYelHeRt. Vekieular assess peiRts aleRg Memeriat Drive '::ilIl1lse l:Je eeeFEiiRateEl with Distriet S. The massing ef eHileiRgs ':liII eselir priRIarily aleRg Tippeellftse .\\'ealie 'lIith tfie pal'ldRg areas IIdjllseat te Memerial Bf:iYe;- F.l,5 District 5 - Industrial aNID Located in tMee-hdistinct subareas (see Exhibit V-8), Industrial District 5 is intended to accommodate a variety of industrial uses of varying scale and intensity, taking advantage in two of these locations of the previous land use and building occupancy patterns established during operation of the Base including the availability oflarge buildings, aviation related activities, and compatibility with adjacent uses, It is expected that initial site tenants will utilize existing buildings to the extent feasible. In all cases, any manufacturing, assembly or similar activities must occur within an enclosed building. Industrial Subarea Sa, generally located east of eenveeft Melftarial DFive aRe LelaRd Nert9ft Wf!Ij TiDoecanoe Avenue and south ofHarrv SheDpard Drive (see Exhibit V-3), Subarea Sa is proposed to include industrial uses, including manufacturing, assembly, ware- housing and distribution facilities. Site design issues include the creation of vehicular access points at generally equal intervals around the perimeter of the area. The location of these access points will be based upon the location of adjoining access points and driveways between existing industrial buildings. This access feature relates directly to the massing of future buildings in an alignment similar to the existing building arrangement. By locating buildings in this manner the existing parking areas and mature trees can be retained. Vehicular access points -should be generally evenly distributed, rather than grouped. Two access points are proposed along Uemefial Dri'/e, Hany Sheppard Boulevard and three ~ Del Rasa DAve. ORe access points at Tiooecanoe Avenue. weale he allawed at the 8*tef15iaR sf~m Street. The area adjacent to Harry Sheppard Boulevard and Memerial DriveTippecanoe Avenue '.shall be subject to increased setbacks and landscape screening to ensure compatibility with adj~t land uses. It is expected that the existing on-site structures will be utilized on an 41teriln basis subject to improvements to satisfy public health and safety standards, The transition over time to new construction will be dependent on user needs and requirements. V-IS Exhibit V-7 Office (0) Land Use District 4 LOCATION: THE OFFICE DISTRICT 4 IS LOCATED BETWEEN TIPPECANOE AVENUE ON THE WEST.HARRY SHEPPARD BOULEVARD ON THE NORTH. MEMORIAL DRIVE ON THE EAST AND MILL STREET ON THE SOUTH. -;"; Exhibit V-B Industrial (IND) Land Use District 5 Subareas 5a. 5b. 5c LOCATION: THE INDUSTRIAL DISTRICT 5 IS DISTRIBUTED INTO FOUR SUBAREAS. INCLUDING 1) SUBAREA 5a, BOUNDED ON THE WEST BY MEMORIAL DRIVE. ON THE NORTH BY HARRY SHEPPARD BOULEVARD, ON THE EAST BY THE SOUTHERLY EXTENSION OF DEL ROSA DRIVE, AND ON THE SOUTH BY THE EASTERLY EXTENSION OF MILL STREET AND THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY; 2) SUBAREA 5b, AN IRREGULARLY SHAPED AREA BOUNDED ON THE NORTH BY THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY AND ON THE SOUTH BY PALM MEADOWS DRIVE AND A UNE ROUGHLYPARALLEUNG THE SANTA ANA RIVER; AND 3) SUBAREA 5c. BOUNDED BY THIRD STREET ON THE NORTH. AND BY SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY ON THE REMAINING SIDES. 1" Industrial Subarea Sh (see Exhibit V-8) is proposed to provide for golf course and future industrial uses. The existing golf course will be maintained until the demand for industrial land iustifies its develoDment.eJ(eeeas that a\'liilable iR the salanes effhs Speeifie Plaa. Site design considerations include coordinating access points along Palm Meadows Drive with Subarea Sc as part of the City's development review process. At such time as this area is to be converted from golf course to industrial development, an overall site plan shall be prepared and approved by the City. It sReula se aesigaea sa that a fIeRiaR af fhs galf eearse eSH remaiR, fIElssiel)' llB a RiREl kale ea\:Jfse, serving the iaitial Eleyelepment phllBe. It ia antieipatea that tftfs area \vill be the last tEl be ele','eleped. Industrial Subarea Sc (see Exhibit V-8) is located south of Palm Meadows Drive and is proDosed for future industrial uses. Site design considerations include coordinatina access ooints alona Palm Meadows Drive with Subarea Sb to the north. as Dart of the Citv's develomnent review orocess. Land uses and develooment tvDes in this subarea shall be similar to what is developed in Subarea Sb. Industrial Subarea Sd.e (see Exhibit V -8) is proposed to include industrial related facilities. The uses for this subarea are proposed to be large industrial operations, such as manu- facturing, assembly and distribution activities, in addition to aircraft sales and service, and "through-the-fence operations." A "through the fence operation" means that an aviation related or dependent industrial use backs up to and has direct access to airport operations inside the fenced airport boundary. This allows planes to come directly to the facility to offload or take on cargo, avoiding unnecessary extra handling and tracking. Existing paved parking areas may be maintained as large contiguous shared parking areas. Site design issues include the creation of primary access points along Third Street at Victoria Avenue and Central Avenue. The existing perimeter road that serves airport users within the airport ownership and that enters the area from the west and extends east to Victoria Avenue shall be maintained. Future site development planning may extend this perimeter roadway through the area if deemed desirable for enhanced circulation and access depending on ownership and site design. An optional circulation pattern could extend the road east/west along the southerly boundary linking Victoria Avenue with Central Avenue. However, this would impact pOtential through-the-fence operations by placing a public street between on- site users and the airport. This would result in preventing direct access to the airport cargo freight operations that might otherwise have been available for potential industrial users. .- Setbaek aaa laeEiseapiag IElElulrllllBeets shall he eansisteftt: v.'*B that FeElairea OR the airpart prefle,Ry 'attjaeeat ~ the 'Nest. Industrial Subarea Sid (see Exhibit V-8) Generally located at the southeast comer of Del Rosa Avenue and 3 rei Street is proposed to include industrial uses including manufacturing, assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. V-iS assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. Site design includes primary access off 3 rd Street at Leland Norton Drive and off Del Rosa Avenue. Access points will be detennined as part of the city's development review process and should consider existing adjoining access points and driveways, and coordinate with Trade Park (TP) uses to the west and airport uses to the south and east. F.1.(; DistAet (; Reereati9ft OBeft SORee eROs:. ReereatieH OpeR Spase Di9tf:iet ~. iRelHdes 8:B area wilhia the sle8:l" zeHe eR the west eR~ sf tile aif13eFt fHa.....a)' (see EJEhibit 'I 9). This area represeRts a sigaifie8:Bt pefHlaneflt epefl spaee f8teatieft '.\'itkia the prejeet. Mest efthis area will eeRtilule te be llsed as FeereatieR 9fJeR spaee fer gelf sel:lrse PHf139Ses. Uses '.vithin tRiG area will be limited te IIlRdssaped spen sflaee, gelf eeHFge, aRd temperaf')' uses sl:Ihjeet te the Temperllf)' Use Perndt l"RWisieRs sf the DeveleplRem Cede. AlIl:Ises ,uepesed "l,ithiR the Clear ZeRe shall eemp~' with the reqHiFemeRts efFI\.^. regulatieRs, F-I.R PaFt 17. F.2 Specific Plan Land Use District Map The International Trade Center Specific Plan Land Use District Map defines the geographic location of each of the land use districts as described in Sections F .1.1 through F .1.1' above. The Specific Plan Land Use District Map is hereby incorporated as Exhibit V-IO. F.3 Permitted Uses The uses listed in Table~ V -2 and V -3 shan be allowed within the designated land use district subject to the City of San Bernardino Development Permit procedure pursuant to Chapter 19.44 of the Development Code unless otherwise noted. 1 " V-19 Exhibit V -9 Recreation Open Space (ROS) Land Use District 6 LOCATION: .RECREATION OPEN SPACE DISTRICT 6 IS LOCATED OFF THE SOUTHWESTERLY END OF THE AIRPORT RUNWAY. Q Z .UV JflVd ~ 0 ~ ... ~ ,....:) ~ Z lII!I III Iiiiiiiiiiiiiii ~ W 0.. 0 E-<~ :3 z u< E I-IZ '" ~E-- '" ~ E-<8 :z: H u lf1o:: ~ 1-1 E-- Q~ ~ "-...0 ~ lf1 ~ - '" '" Q Z< <:I:;W ,....:)~ .. .. ~ N ~ if) ~ ~ +...l () Z . .--I ~ ~ I, +...l U .rp if) . .--I Q ~ Q) Q if] <r:: ~ ~ "dO~ ~z~ jO<e 0 , ~Z ....--I ~<r:O I (1jZ~ > o::~~ f--; UWZ ......... ~(::Oo:: ~ ..--1 ~ ......... X gz~ >< ~<r:Z k1 lfl(f)~ TABLE V-2 SUGGESTED AND PERMITTED USE District Suggested Uses Permitted Uses Research and Research and development, light As listed in the OIP (Office Industrial Development (I) manufacturing/industrial, laboratories, Park) District, Section 19.08.Q20 of the related office uses. Development Code except that no residential uses shall be allowed. Food court, retail stores, neighborhood As listed in the CN District, Section commercial services, restaurant, 19.06.020 of the Development Code except automobile service station. as follows: (a) no residential uses shall be permitted. (b) convenience stores will be permitted as an ancillary use to an automobile service station subject to a Conditional Use Permit (CUP). Medical offices and clinic, corporate and As listed in the CO (Commercial Office) professional offices, day care facility. District, Section 19.06.020 of the Development Code except as follows; (a) No residential uses shall be allowed including Residential Care and Senior Congregate Care Facilities. Health club, recreational commercial uses, As listed in the PCR (Public/Commercial indoor and outdoor, public and private. Recreation) District, Section 19.10.010 (2) Alternate uses are educational facilities, (A) of the Development Code. such as a technical school. Trade Park (3) Trade Park with conference and See Table V-3 convention facilities, hotel, offices, restaurants, wholesale businesses, warehouse and light industrial uses including some assembly. Oitiee (4) J-ieEfisaleAiees Uld slime, BarpsPBle aaEl As lisleEl ift tlte CO (C__lal Oftje~) prefessieRal eRiees, day eare faeillty. Dis.,,,, EeefiSR 19~.93g eftlle De~'elepll\llRt ~eEle elleeplllS fellews: ell) Ne resllllllHialllSeB shall he aile','. ed iRehlllins Residet1f.ial CBfC ell SeRier CeRgregete Care Faeililies. Industrial (5) Large industrial related operations As listed in the CO (Commercial Office) including manufacturing, assembly, districL Section 19.06.020 of the distribution, aircraft sales and service and Develooment Code. and in the OIP (Office airport related uses. Allcmate W1es are Industrial Park) District. Section 19.08.020 comorale and l1mfessional offices and business of the Development Code. exce.pl thlll no , IlIlU..-Golf Course will remain as an residential uses shall be allowed lncludini l' intllrim use, Residential Care and Senior Congrellllte " Care Facilities. A.!&Ais listed in the lL (Limited Industrial) District, Section 19.08,020 of the Development Code. exccot as follows: V-22 District Suggested Uses Permitted Uses (a) Aircraft sales and selVice shall be an additional use pennitted subject to a Development Pennlt. (b) Processing facilities (recycling) shall be subject to a conditional use pennit (CUP). ReerealisR 01=18R l.aRdsS8ped speR spaee, galf e8l1PSe, AS As listed iA the PCR (PlIBlieICemmereial SlIaee (6) sw8tllJ'll.I iRll'rS'IllIfteRls permitted eKeeflt ReereetieR) Distriet, 8eetiaR 19.19.919 (2) ~ R1~' Be appl'8\ eEl thrall!l! a Tempsl'lll')' (ft.) sftke De'/elsIIR!sRt Cede ensellt that Use Pel'!ftit. l.rry IIse 1Ir8l1eseEl shall lIefll1ilteElllses sHall se IimiteEI tSI eeml'I3' ,'lith the l'e~lIiF8meRt5 slIesified B}' (&.x) 8PeR spaee fAR PaFt 77 ie the elear aRe area. (~lIl1slieljlri\'ete galf 88!t1"S8 (e) aliter 6ysk f:l8~ (kat the DiFseter May fiRElsimilar '/Iltt! thesellSll9 liSleS ase'le. JlIIPSlI8l\t Ie 8eetieR 19.92.979 (3) All Districts (I-,ilt) Temporary uses of existing structures or No permitted uses. All uses are subject to facilities for their original Intended use a temporary use permit to be reviewed and under the Air Force jurisdiction, B1<aml'le: approved by the City of San Bernardino. The ilal'l'llelEs mB)' lie IIsed fer kenaitieRsl 1le1l9iRg Ie 8111'I'1I1't ether aeti"..ilies eeelll'l'iR! \\ Itkin the SJl8elfie Plan area sr AIFflel't, S1:leh lI!I fire ere.'IS StegiRg Ie ISlRhat \:ihUiN& iR BltppeR sitke U.E. FereSl E8F\"iee. V-23 TABLE V-J TRADE PARK DISTRICT The following list represents those primary uses in the Trade Park District which are pennitted subject to a Development Pennit (0) or Temporary Use Penn it (T): Land Use Activity Development Review Process A. All offices. includiDl! Administrative and Professional Offices D B. Automotive Related Uses I. . SerVice station D 2. Vehicle leasing/rental D C. LodglnglMixed Use Facilities l. Hotels D D. EatlnglDrinking Establishments l. Lounge w/on-sale alcoholic beverages 0 2. Restaurants, no drive-thrus 0 E. Entertainment/Recreation I. Auditorium, convention halls, theaters D 2. Miscellaneous Indoor 0 F. Financial services 0 . . G. Left blank H. Personal service I. Barberlbeauty/nail shops 0 2. Dancelkarate studios D 3. Dry cleaners D 4. Health/athletic club D S. Laundromats D I. Retail Commercial 1. Bookstores D 2. Drug stores D 3. flower/gift shops D 4. General merchandise D S. Indoor retall/Wholesale malls D 6. Office supplies/equipment D 7. Specialty food stores D J. Service Commercial 1. Catering establishment D 2. Cleaningljanitorial D .., 3. Copy centerslpostal service centerslblueprinting D 4. Laboratories D ~.,' 'MiscellaneolJs repair/services (indoors) 0 6. Recycling facilities (reverse vending) D 7. Travel agencies D K. Industrial Uses I. Assembling, cleaninl!. manufacturina. Drocessin2. D V-24 Land Use Activity Development Review Process K. Industrial Uses 1. Assembling, cleaning, manufacturing, processing, D repairing or testing of products including automotive related (except dismantling) and welding and excluding . explosives, conducted entirely within an enclosed structure except for screened outdoor storage areas. 2. Crematory D 3. Dwelling for security guard or caretaker D 4. Funeral parlors/mortuaries D 5. Recycling facilities (light processing available for onsite D users only. Must be wholly enclosed within a building.) . 6. Research and development D 7. Towing service D 8. Tr.ansportationldistribution D 9. Warehousing and wholesaling, including self-service D mini-storage. L. Others 1. Antennae/Satellite dish D 2. Cable companies D 3. ClubsILodgelMeeting halls D 4. Day care facilities D 5. Educational services D 6. Fences/walls D 7. Heliports/Helipads D 8. Libraries D 9. Museums D 10. Outdoor recreation D ll. Parking lots D 12. Parking structures D 13. Policelfire protection D 14. Public utility uses D 15. Radio/television broadcasting D 16. Temporary uses T 17. Trade/Tech schools D 18. Accessory structures (typicallv appurtenant) D Other similar uses which the Director finds to fit within the purpose/intent of the zone district, in compliance with Section 19.02.070(3). V-25 I Exhibit G, Item (c) I GENERAL STANDARDS Chapter V, Subparagraph G.t PAGES: Pages V-26 and V-27 TABLE: Development Standards Table V-4 found on page V-27 G. DEVELOPMENT STANDARDS G.t General Standards Development standards shall be consistent with the standards contained in the following Table V-4. G.2 Land Use Specific Standards Special use standards for this Specific Plan shall be applicable to the following uses: a. Convenience stores b. Day care facilities c. Mini-storage d. Recycling facilities for reusable domestic containers e. Service stations The standards for these uses shall be consistent with the provisions contained in Section 19.06.030(2) of the Development Code. G.3 Property Development Standards G.3.t Property development standards shall be consistent with Section 19.20.020 of the Development Code except: 1. Exterior building walls, 2. Screening, and 3. Solar energy. G.3.2 Intersection and Corner Visibility To ensure clear and unobstructed visibility at intersections, landscaping planting and signs shall be limited to three feet in height within the following defined areas at street and driveway intersections and as illustrated in Exhibits V-II and V-I2: Type Primary street Secondary street Local street Driveways Distance From Intersection 50 feet 35 feet 25 feet 25 feet ,",.; V-26 TABLE V-4 DEVELOPMENT STANDARDS Districts Development . Standards G R&D IND JWS TP Net Lot Area (min.) -l-ae. lac. NA NA NA Building Setback I from Street (min.) ~ 25'(P) 25'(P) NA- 2S'(P) ~ 19'(5) ~ 25'(0) WfS) 15'(L) 19'(5) 19'(S) ~ IS'(PR) 15'(L) IS'(L) ~ 10'(PR) 10' (PR) Building Setback from Property Line (min.) ~ 10'(A) and 0' or 20' NA- 0' or 20' llftd 10'(B) (A)(B) (A)(B) ~ Building Separation (min.) ~ 20' 20' NA- 20' Building Setback along 3"" Street (min.) NA 37'(C) 37'(C) NA- NA Parking Setback (min.) - 32'(C) 32'(C) NA- 20'(P) ~ 20'(P) 20'(p) 14'(S) ~ 14'(S) 14'(S) 10'(L) ~ 1 O'(L) IO'(L) Building Height (max.) fiG! 60' ~3 NA- 120' Floor Area Ratio (max.) ~ .5. ~.S NA .5 Lot Frontage (min.) NA 100' 100' NA NA (P) Major Arterial (st Se4:ondary Arterial/Specific Plan Collector (L) Local Road (PR) Private Road (A) Rear setback (8) Interior side setback (C) 3"" Street setback (includes 12' bicycle path) (0) Mill Street setback (100' right~f.way) All setbacks are measured from the right~f.way on public streets and fi'om the back of curb or sidewalk on private roads. 2 Setback can be either dimension or greater than 20', but nothing in between. I 3 Subiect to FAA heil!ht reauirements for uses located near the runwav. For industrial uses located adjacent to Third Street, maximum height is 100'. 4 Thc-secondary I!flerlal contains 6' of landscaping within the right-of-way in addition to the landscaped setback (see Exhibit V-3). .-:"' V-27 I Exhibit G, Item (d) , City Resolution No. 2004-324 Approved by the City on October 7, 2004 ~ 1 2 RESOLUTION NO. 2004-324 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN AMENDMENT NO. 04-03 AND SPECIFIC PLAN AMENDMENT NO. 04-02 TO THE GENERAL PLAN OF THE CITY OF SAN BERNARDINO, TO AMEND THE GENERAL PLAN LAND USE DESIGNATION FROM SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN TOURIST COMMERCIAL TO INDUSTRIAL FOR 30 ACRES AND TO DELETE LELAND NORTON WAY FROM 6 THE CIRCULATION ELEMENT, APPROVAL OF DEVELOPMENT PERMIT II NO. 7 04-27 TO CONSTRUCT AN AIR CARGO FACILITY, AND APPROVAL OF LOT LINE ADJUSTMENT NO. 04-13 TO ACCOMMODATE THE PROJECT, WHICH IS 8 LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA AVENUE. 3 4 5 9 10 11 12 13 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Recitals (a) WHEREAS, the General Plan for the City of San Bernardino was adopted by the 14 Mayor and Common Council by Resolution No. 89-159 on June 2, 1989. 15 16 17 18 (b) WHEREAS, the San Bernardino International Trade Center Specific Plan was adopted by the Mayor and Common Council by Resolution No. 96-50 on March 4, 1996. (c) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 19 04-02 (a proposal to change the General Plan Land Use Designation from San Bernardino 20 International Trade Center Specific Plan Tourist Commercial to Industrial for approximately 30 21 acres located on the south side of 3'd Street, east of Del Rosa Avenue, to delete reference to 22 Tourist Commercial from the Specific Plan, and to remove Leland Norton Way from the 23 24 Circulation Element) was considered by the Planning Commission on September 8, 2004, after a noticed public hearing. The Planning Commission's unanimous vote on a motion to recommend 25 26 app,r,oval of the General Plan Amendment and Specific Plan Amendment has been considered by 27 the Mayor and Common Council. 28 2004-324 1 2 3 4 5 6 7 8 9 10 II 12 within the scope of Final Environmental Impact Report and Traffic Impact Analysis; and that (d) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 were reviewed under the California Environmental Quality Act (CEQA) through an Initial Study which found no significant adverse effects on the environment related to the amendments. (e) WHEREAS, the Initial Study also analyzed impacts related to Development Permit II No. 04-27 for the development of a 368,550 square foot air cargo facility in the area included in the amendment area and an adjacent site, as well as consistency with the Final Environmental Impact Report and Traffic Impact Analysis certified in conjunction with adoption of the San Bernardino International Trade Center Specific Plan. (f) WHEREAS, the Initial Study concluded that the proposed air cargo facility was 13 there were project-specific impacts that could be mitigated to a level of less than significant 14 15 16 reviewed by the Planning Commission and the Mayor and Common Council in compliance with 17 18 19 based on inclusion of mitigation measures identified in the Mitigation Monitoring Plan. (g) WHEREAS, the Mitigated Negative Declaration pursuant to CEQA has been the California Environmental Quality Act (CEQA) and local regulations. (h) WHEREAS, the Planning Commission and the Mayor and Common Council 20 independently reviewed, analyzed, and exercised judgement in reviewing the Initial Study in 28 (i) WHEREAS, the Mayor and Common Council held a noticed public hearing on 03 and Specific Plan Amendment No. 04-02, the Planning Commission and Environmental 2 1 2 3 4 5 6 7 8 9 10 11 12 13 Impact Report and Traffic Impact Analysis and with incorporation of the proposed project- 14 specific mitigation measures; and that the Mitigated Negative Declaration heretofore accepted by 15 the Environmental Review Committee as to the effect of these proposed amendments and 16 development project, is hereby ratified, affirmed and adopted. 17 18 19 20 2J Bernardino that: 22 23 24 25 26 27 28 2004-324 (j) WHEREAS, the adoption of General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 is deemed in the interest of the orderly development of the City and is consistent with the goals, objectives and policies of the General Plan and the San Bernardino International Trade Center Specific Plan. SECTION 2. Mitigated Negative Declaration NOW, THEREFORE BE IT RESOLVED, FOUND AND DETERMINED by the Mayor and Common Council that the proposed amendments to the General Plan of the City of San Bernardino and the San Bernardino International Trade Center Specific Plan, the proposed air cargo facility and related lot line adjustment will have no significant adverse effects on the environment beyond those previously identified with certification of the Final Environmental SECTION 3. Findings - General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San A. The proposed amendment is internally consistent with the General Plan and the San Bernardino International Trade Center (SBITC) Specific Plan in that changing the land use designation from Tourist Commercial to Industrial and deletion of reference to Tourist Commercial from the Specific Plan is consistent with General Plan Objective 1.39 which states, "Promote the development and use of the existing airpo11 facilities and 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 related buildings as an international air carner airport with aviation-related office, commercial and industrial uses." Removing Leland Norton Way from the Circulation Element of the General Plan and SBITC Specific Plan will not affect traffic/circulation patterns within the Specific Plan or Airport areas, or the adjacent areas. Although Leland Norton Way was designated as a Secondary Arterial, it only accessed 3rd Street from a point in front of the existing terminal. The terminal can still be accessed from Del Rosa Avenue and Leland Norton Way, as a Secondary Arterial, is not necessary. B. The proposed amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City in that the proposed development will have to comply with all local, state, and federal requirements. C. The proposed amendments would not impact the balance of land uses within the City in that the proposed change in land use designation represents a relatively small percentage of the overall land uses within the City. D. In the case of an amendment to the General Plan Land Use Map, the subject parcel(s) is physically suitable (including, but not limited to access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested land use designation(s) and the anticipated land use development(s) in that all required utilities and public services can adequately serve the site. SECTION 4. Findings - Development Permit II No. 04-27 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: .;" A. The proposed development is permitted within the subject zoning district with approval of the amendments to the General Plan and San Bernardino International Trade 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 Center Specific Plan. The warehouse/distribution portion ofthe project will be located within the Industrial land use (zoning) district. The proposed project is a permitted use in this land use district, as listed in Table V-l of the SBITC Specific Plan, with approval of a Development Permit. The airport-related portion of the project is a permitted use in the "A," Airport land use district as listed in Table 19.12A.020 of the Development Code, with approval of a Development Permit. The proposed project complies with all applicable provisions in the SBITC Specific Plan and the provisions of the Development Code, including the industrial design guidelines as shown on the site plan, elevations, and landscape plan, and the Conditions of Approval. B. The proposed air cargo facility is consistent with the General Plan and Specific Plan. The San Bernardino International Trade Center Plan includes the following goals: · Meet Economic Development and Redevelopment Needs · Encourage future business development, generate or create new jobs for the community and provide revenue · Provide for a broad mix of commercial, office and industrial development opportunities consistent with the overall objectives and policies established for the property · Comply with the City of San Bernardino General Plan · Be consistent with state law. Development of the project assists with the Inland Valley Development Agency's and San. Bernardino International Airport Authority's goals of providing new development, creating new jobs, and providing revenue. The DHL Air Cargo Facility is a major warehouse/distribution facility, consistent with the mix of permitted uses. The 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 proposed project is in compliance with the Specific Plan, which itself is consistent with the City's General Plan, and is consistent with applicable state law requirements. C. The proposed facility will be compatible and harmonious with the existing and surrounding land uses in the area. The proposed new construction will enhance the existing site and be a benefit to the surrounding area due to its architectural design, on- site and off-site improvements, and landscaping improvements. D. Approval ofthe Development Pennit for the proposed development is in compliance with the requirements of the California Environmental Quality Act and Section] 9.20.030(6) of the Development Code. On the basis of the Initial Study, the Development/Environmental Review Committee found that although the proposed project could have a significant effect on the environment, there would not be a significant effect in this case because all potentially significant effects (a) have been analyzed adequately in an earlier ElR pursuant to applicable standards, (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that were imposed upon the proposed project, and (c) no events have occurred which require the preparation of a supplemental EIR or addendum to the EIR. Although there will be new noise impacts associated with the introduction of DHL aircraft, the number of airplane flights, and related noise, are within the scope of the Initial Study prepared for the Interim Airport Operating Plan. That Initial Study also incorporated, by reference, the 1990 IVDA Redevelopment Plan Final Environmental Impact Report. . E. There will not be potential significant adverse impacts upon environmental quality ,~ ., and natural resources that could not be properly mitigated and monitored. Prior to approval of the SHITC Specific Plan, the City certified the Environmental Impact Report and 6 1 2 3 4 5 6 7 8 9 JO JJ J2 13 14 15 16 17 J8 19 20 21 22 23 24 25 26 ,;" 27 28 2004-324 Traffic Impact Analysis, and adopted the Mitigation Monitoring Program. In addition, mitigation measures for this project are included in the Initial Study, and also included as Conditions of Approval. F. The subject site is physically suitable for the type and density/intensity of use being proposed as evidenced by project compliance with all applicable Development Code and SBITC Specific Plan standards, and Conditions of Approval. G. There are adequate provisions for public access, water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety. All agencies responsible for reviewing access and providing water, sanitation and other public services have all had the opportunity to review the proposal and none have indicated an inability to serve the project. The proposal will not be detrimental to the public health and safety in that all applicable Codes will apply to the construction of this proj ect. H. The location, size, design, and operating characteristics are consistent with all provisions of the Development Code and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. The proposed construction of the DHL Air Cargo Facility will be compatible with the existing development in the area. SECTION 5. Amendment BE IT FURTHER RESOLVED by the Mayor and Common Council that: A. The Land Use Plan of the General Plan and the San Bernardino International Trade Center Specific Plan of the City of San Bernardino is amended by changing the land use designation from San Bernardino International Trade Center Specific Plan Tourist Commercial to Industrial, for approximately 30 acres located at the southeast comer of 3rd Street and Del Rosa Avenue, and deleting reference to Tourist Commercial 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 " 27 28 2004-324 from the Specific Plan. This amendment is designated as General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 and its location is outlined on the map entitled Attachment A, and described in Attachment B, copies of which are attached and incorporated herein for reference. B. General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 shall become effective immediately upon adoption of this resolution. SECTION 6. Map Notation This resolution and the amendment affected by it shall be noted on such appropriate General Plan maps previously adopted and approved by the Mayor and Common Council and which are on file in the office of the City Clerk. SECTION 7. Notice of Determination The Planning Division is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino certifying the City's compliance with California Environmental Quality Act in preparing the environmental documentation. III 8 , Common Council of the City of San Bernardino at a joint re~ular meeting thereof, 2004-324 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN 2 AMENDMENT NO. 04-03.... LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA A VENUE. 3 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 18 19 20 21 22 23 Approved as to form 24 and legal content: ~A~ City Clerk The foregoing resolution is hereby approved this October __,2004. H V ALLES, Mayor ity of San Bernardino 25 JAMES F. PENMAN 26 City 'Attorney , . 27 BY;~ t, p~ 28 () 9 ~I II cf Cl I J~ '~ I I I ~ 1 w wi ~ >1 b ~ I}'I ~ <~ ~'i~" , WI ~, w o 10 N- . 0 va o. '0 en co CXl z S44!.24'46"W 150.72' N29'3S'31"W \ 29.07' \ 1 b L 0 N " -.~ 6 =29'20'25" ~ I R;6S9.96' I I L=337.95' ;.... t") " CXl I to I PARCEL 1 I~ ~ I~ 0 t") .10 P 10 IWL PARCEL 5 I~ LEASE TO IVDA z S01'O"S3"E IZ 47.30' I~ 'N88'SB'Oi'E 44.3.58' IW ,~ : I~ I~- ~I~V Ill) en _ <d- o IN Ip~ en t") ~ <d- ,5 <d- ; ,2 blwl '" ~I :ril ...J~ PARCEL 2 I~ w I 0 fiH:? I :-1 I I~ "'w D..(/) I 538'42' 44" W I ~;5 I 84.51' _...J I ;., o ~ CXl \"t- '\ ~<?; ~~ 0+ wO <(i NOTE: . BEARINGS AND 'DISTANCES SHO~ IEREON ARE GRID, BASED ON, lHE CALIF'alNIA COORDIJ'/ATE S'1SltN (HAD 83) ZONE 5. 10 OBTAIN GROUND DISTANCES, 'DIVIDE lHE DISTANCE SHOWN BY 0.89993157. REVISION PREPARED BY: Associated Engineers. Inc, 3311 EAST SHELBy STREET ONTARIO. CAUFORNlA 91764 TEL:(909)980-1982 · FAX;(909)941-0B91 PREPARED FOR: SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PARCELS 1, 2 AND 3 SEPTEMBER 24, 2004 l.: \2004\04061 \DWG\IIAPPING\LEGALS\ZONEPLAl 2004-324 LEGAL DESCRIPTION PARCEL 1 ATTACHMENT "B" II In the City of San Bernardino, County of San Bernardino, State of California, being portions of Block 49 amt50 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcel "A-1" as described in a sub-lease by and between the Inland Valley Development Agency and Ming Plaza Development, reCOrded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline, 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of said Del Rosa Drive and the TRUE POINT OF BEGINNING; thence North 43006'10" East, 41.73 feet; thence North 89004'25" Eas~ 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41020'54" West, 42.29 feet; thence North 89053'09" East, 328.05 feet 10 a point hereinafter mentioned as Point "A"; thence North 01"01'53" West, 491.49 feet; thence North 88"58'07" East, 443.56 feet; thence North 01001'53" West, 687.37 feet to the beginning of a tangent curve, concave southwesterly, having a radius of 463.97 feet; thence along said curve through a central angle of 28034'38",231.41 feet; thence North 29036'31" West, 29.07 feet; thence North 79034'12" West, 17.19 feet to the southerly line of 3rd Street, said point bears 60.00 feet, measured at right angles from the centerline of 3rd Street; thence along said southerly line, South 60024'42" West, 229.83 feet to the beginning of a tangent curve, concave northwesterly having a radius of 659.96 feet; thence along said curve through a central angle of 29"20'25", 337.95 feet; thence South 89"45'07" West, 328.38 feet; thence. South 44024'46" West. 150.72 feet to the East line of Del Rosa Drive; thence along said east line South OO"55'35"Easn~4KU3leett(ftfieTRUE POlNT'OFBEG1NNlNG. ........ EXCEPTING therefrom that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown on a Record of Survey No. 96-0174, filed as Book 108, Pages 76-77 of Records of Survey in said OffIce of the County Recorder, said pOint also being the southwesterly corner of Parcel "A-Z", as described in said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of said Parcel "A-2", North 01 001 'S3" West, 491.49 feet to the northwesterly corner of said Parcel "A-2"; thence continuing, North 01001 '53" West, 47.30 feet; thence South 88"58'07" West, 298.S9 feet to a point of intersecllon with the northerly prolongation of a line that bears North 00"55'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described in a Deed recorded May21, 1998 as Document No. 1998019658S, of Official Records in said Office of the County Recorder, said point being distant North 00"55'35" West, 247.00 feet from the northeasterly corner of said land described In said last mentioned Deed; thence along said northerly prolongation, South 00055'35" East, 247.00 feet to said northeasterly corner; thence along the easterly line of said last mentioned Deed and continuing South 00"55'35" East, 255.31 feet; thence continuing along said easterly line, South 41"20'54" West, 42.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1', North 69"53'09" East, 328.0S feet to the POINT OF BEGINNING. Area containing 19.90 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel A" as described In Certificate of Compliance for Lot line Adjvstment No. 2003-005, recorded June 19, 2003 as Document No. 2003-0414267 Official Records .,. L.:\2004\040lit'DWG\MAPfING\Jtllil8l&\PARCEL 1.0DC 2004-324 LEGAL DESCRIPTION PARCEL 2 In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Block 49 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcels "A-1" and "A-2, as desCribecf it'! a !lLl~-I~ase by and betw~en the In/?nd Vl'lJlllY DeVelopment Agency and Mlng Plaza Development, recorded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the Intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89"45'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence SCiulli 00"55'35" East, along said centerline, 1015.95 faet; thence at right angles to said centerline, North 89"04'25" . East, 60.00 feet to the East line of said Del Rosa Drive; thence North 43'06'10" East, 41.73 feet; thence North 89"04'25" East, 251.35 feet; thence South 45"55'35" East, 39.60 feat; thence South 00.55'35" East, 255.31 feet; thence South 41"20'54" West, 42.29 faat; thence North 89"53'09" East, 328.0S feet to the TRUE POINT OF BEGINNING, said point hereinafter mentioned as .Point A"; thence North 01"01'S3" West, 491.49 feet; thence North 88'58'07" East, 443.56 feet; thence South 01.01'53" East, a distance of 432.74 feet; thence South 38"42'44" West, 84.S1 feet; thence South 89"53'09" West, 389.58 feet to the TRUE POINT OF BEGINNING. TOGETHER with that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown on a Record 0.1 Survey. Ng, ~6:O_ t 7 4, flle.!ta_~_B99~J 08,-P.age_sJ_6~ n otRecoJ(tspf~ur:v.eyjn ~_aid .off~ of toe . CountY -Recorder, said point also being the southwesterly corner of Parcel "A-2", as described In said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line ofseid ParcelgA-2", North 01"01'53" West, 491.49 feet to the northwesterty corner of said Parcel "A-2"; thence continuing, North 01"01'53" West, 47.30 feet; thence South B8"58'07" West, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00"55'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described in a Deed recorded May 21, 1998 as Document No. 19980196585 of Official Records In said Office of the County Recorder, said point being distant North 00"5S'35" West, 247.00 feet from the northeasterly comer of said land described in said last mentioned Deed; thence along said northerly prolongation, South 00"5S'35" East, 247.00 feet to said northeasterly comer; thence along the easterly line of said last mentioned Deed and continuing South 00'55'35" East, 255.31 feet; thence continuing along said easterly line, South 41 "20'54" West, 42.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89"53'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 8.69 acres, more or less. Bearings and Distances used In the above description are based on the California Coordinate System, Zona 5 (NAO-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel au as described in Certificate of Compliance for Lot Line Adjustment No. 2003-005, recorded June 19,2003 as Document No. 2003-0414267 Official Records. L:\2004\04061IDWGIMAPPIN G~egals\PARCEL 2.DOC --.'-'_'__~_n__.____._ ____._.__.,. ..., -- .... .~--~.__._-------- ._--, -.. -- '-- --- ~- -~ 2004-324 LEGAL DESCRIPTION PARCEL 3 In the City of San Bernardino, County of San BernardIno, State of California" being a portion of Block 49 of the Rancho San Bernardino, as per map recorded In Book 7 of maps, Page 2, Records of said County together with portions of vacated streets and alleys lying within and adjacent to said blocks, more particularly described as follows: . . . . Commencing at the intersection of the centerline of 3rd street and Del Rosa Avenue North; thence along the centerline of 3rd Street, North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline 1015.95 feet thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of Del Rosa Drive and the POINT OF BEGINNING; thence North 43006'10" East, 41.73 feet; thence North 89004'25" East, 251.35 feet; thence South 45"55'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feat; thence South 41020'54" West, 4229 feat; thence South 89053'09" West, 249.67 feel; thence North 45055'00" West, 42.80 feet to the East line of Del Rosa Drive; thence North 00055'35" West, along said East line, 250.79 feet to the POINT OF BEGINNING. Area containing 2.17 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from QuitclaIm Deed rBCOrded May 21, 1998 as Document No. 1998-o19~S85 ofOfflclal Repards. L:12004\04061\DWG\MAI'PlNGlJIll8IoIPARCEL 3.DOC Recording Requested By and Mail To: ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) D~Art o s- l) J.- City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 When Recorded, Mail To: I".:J c::::> ::0 c:::> CI'I ;n 0 C") n ;n ...... <: ;n -.I 0 I (") :z:oo ~ :Jt ....: '-!? (") .. N ~ 0'\ ......... -,.::; Mr. James F. Penman, Esq. Office of the City Attorney City Hall, Sixth Floor 300 North "D" Street San Bernardino, CA 92418 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND STATER BROS. MARKETS This Development Agreement Between the City of San Bernardino and Hillwood/San Bernardino, LLC (this "Agreement") is entered into by the City of San Bernardino, California, a municipal corporation (the "City") and Stater Bros. Markets, a California corporation ("Stater Bros."), regarding the development of real property in the City, to be effective as of the Effective Date (hereinafter defined). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Stater Bros. agree as follows: I. RECITALS. This Agreement is entered into with reference tothe following facts: 1.1 The Master DDA. Hillwood/San Bernardino, LLC ("Hillwood") and Inland Valley Development Agency ("IVDA") entered into a Master Disposition and Development Agreement effective November 6,2002 (as amended, the "Master DDA"). 1.2 Stater Bros. StatetBros. desires to develop approximately (a) 90 acres of the DDA Land described in the attached Exhibit B (the "Stater Bros. DDA Parcel") and (b) an additional adjoining sixty-five (65) acres (together, the "Stater Bros. Proiect Site") for a new company headquarters and consolidated distribution facility costing in excess of $160,000,000 (together with the Stater Bros. DDA Parcel, the "Stater Bros. Project"). In order for Stater Bros. to be able to develop the Stater Bros. Project on the Stater Bros. Project Site, Hillwood must surrender its development rights under the Master DDA on the portion of the Stater Bros. DDA Parcel and designate Stater Bros. as the entity to which IVDA is authorized to convey such portion of the Stater Bros. DDA Parcel. The Stater Bros. Project Site includes a portion of the DDA Land, and the loss of the development rights of Hill wood to such portion of the Stater Bros. Project Site affects the land inventory under the Master DDA which can be developed by Hillwood. Hillwood is not being compensated by Stater Bros. for the full value of the loss of such development rights but is willing to accept such less than full value to facilitate the development of the Stater Bros. Project provided that Hillwood, through other Development Agreements with the City executed simultaneously herewith, obtains the benefits of the Vested Provisions (hereinafter defined) for substantially all of the remainder of the DDA Land. Accordingly, in order to accept such loss of land inventory, Hillwood must have assurances of the certainty of certain existing development rights on the remainder of the DDA Land. Hillwood would not surrender such development rights without assurances, in addition to such development rights certainty on the remainder of the DDA Land, that the Stater Bros. Project, in fact, would be developed and constructed. Accordingly, (a) Hillwood and Stater Bros. have entered into an agreement pursuant to which Hillwood has agreed to designate Stater Bros. to acquire the portion of the Stater Bros. Project Site under the Master DDA subject to certain conditions being satisfied, one of which is the execution of this Agreement, and (b) IVDA and Stater Bros have entered into an Owner Participation Agreement dated June 14, 2004, pursuant to which IVDA will convey to Stater Bros. a portion of the DDA Land and other parcels and Stater Bros. has committed to develop the Stater Bros. Project (the "OP A"). Stater Bros. is an Owner (hereinafter defined) under this Agreement. 1.3 RESERVED 1.4 RESERVED. 1.5 Stater Bros. Proiect Site Parcels. As of the Effective Date, portions of the Stater Bros. Project Site described on the attached Exhibit C are owned by lVDA (the "IVDA Parcels"), and portions of the Stater Bros. Project Site described on the attached Exhibit D (the "SBIAA Parcels") are owned by the San Bernardino International Airport Authority ("SBIAA"). It is contemplated that the IVDA Parcels and the SBIAA Parcels will be acquired by Stater Bros. for the Stater Bros. Project Site. Stater Bros. has acquired certain other parcels in the Stater Bros. Project Site described on the attached Exhibit E (the "SB Acquired Parcels"). 1.6 Development Agreement Purpose. The City and Stater Bros. desire to enter into this Agreement in order to facilitate and encourage the pursuit and development of the Stater Bros. Project and to establish certainty in the development process for the Stater Bros. Project on the Property (hereinafter defined). 1.7 Code Authorization and Acknowledgements. The City is authorized pursuant to California Government Code Sections 65864 through 65869.5, (the "California Development Agreement Legislation") to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty in the development process. The City enters into this Agreement pursuant to the California Development Agreement Legislation and pursuant to City Code Chapter 19.40 (hereinafter defined). 1. 7.1 This Agreement constitutes a current exercise of the City's police powers to provide certainty to Stater Bros. in the development approval process and the development of the Property by vesting certain permitted land uses and 2 development criteria described in the Specific Plan (hereinafter defined) and certain other matters set forth in this Agreement in exchange for significant public benefits the City would receive if the Stater Bros. Project is developed as provided in the OP A. 1.7.2 This Agreement is granted in consideration of Stater Bros. entering into the OPA and of the significant public benefits that could be derived from the development of the Property, including the development of the Stater Bros. Project acting as a potentially significant catalyst for the development of other properties within the IVDA redevelopment area within the City, as well as: (a) mitigating blight currently existing in such area, (b) creating new employment opportunities within the region; and (c) contributing to the expansion and/or extension of public services and utilities. The City acknowledges that each of these potential benefits independently provides sufficient public benefits to justify this Agreement. The City further acknowledges that a significant benefit arising from the Stater Bros. Project includes the potential additional tax increment revenues from the Stater Bros. Project and the remainder of the IVDA redevelopment area in the City which could be more rapidly developed due to the development of the Property. 1.8 General Plan Compliance. In connection with the approval of the Specific Plan and certification of the environmental impact report (the "EIR") prepared in connection with the Specific Plan, the Common Council of the City (the "Council") made findings that the Specific Plan and the project are consistent with the City General Plan and City Code Chapter 19.40. The "project" analyzed by the EIR included development as set forth in the Specific Plan. No challenges were made to the determination of the General Plan and Specific Plan consistency. The certification of the EIR and the approval of the Specific Plan by the City included a determination of General Plan consistency. Such consistency finding included a determination that the Specific Plan and the project complied with General Plan Goal 1 B, Goal 1 G(b) and Goal 11. In addition, a General Plan consistency determination was made in connection with subsequent amendments to the Specific Plan. 1.9 Development Agreement Findings. This Agreement is consistent with the City General Plan, the Specific Plan and the City Development Code and will promote the welfare and public interest of the City. Further, the Council makes the following findings and confirms compliance with City Code Chapter 19.40: 1.9.1 Stater Bros. has requested and applied through the Director of the City's Development Services Department (the "Director") to enter into this Agreement, and IVDA and SBlAA have joined in such application; 1.9.2 Stater Bros., IVDA and SBIAA have the legal or equitable ownership interest in the Property, and the Property exceeds one acre in size; 1.9.3 Stater Bros.' application to enter into this Agreement has been made on forms approved, and contains all information required, by the Director; 3 1.9.4 The status of Stater Bros., 1VDA and SB1AA as owners of, or holders of legal or equitable interests in, the Property has been established to the satisfaction of the Director; 1.9.5 Stater Bros. 's application was accompanied by the fee established pursuant to Chapter 19.32 (Application and Fees) and all other lawfully required documents, materials and information; 1.9.6 The Director received, reviewed and processed Stater Bros.' application for consideration by the Planning Commission of the City (the "Planning Commission"), and the Council and has recommended that the Commission and the Council approve Stater Bros.' application and the City entering into of this Agreement; 1.9.7 The City has complied with all requirements of the California Environmental Quality Act ("CEQA") and all other applicable laws in the approval of this Agreement and adopting the Resolution (hereinafter defined). 1.9.8 All other requirements under applicable law have been satisfied by Stater Bros. or the City with respect to this Agreement. 1.10 Planning Commission and Common Council Hearings. On October 4, 2005, the Planning Commission, after giving the notice required by law, held a public hearing to consider the application for adoption of this Agreement. At the conclusion of the public hearing, the Planning Commission recommended to the Council that this Agreement be adopted as proposed. On October 17, 2005, the Council, after providing notice as required by law, held a public hearing to consider the application for adoption of this Agreement. The Resolution was adopted by the City in accordance with the requirements and procedures set forth in Section 19.40.030 of City Code Chapter 19.40, approving the application for adoption of this Agreement, authorizing execution of this Agreement by the Mayor of the City and setting forth findings (with supporting facts) referenced in Section 1.9 above. 1.11 City Resolution. On October 17, 2005, the Council adopted Resolution No. (the "Resolution") approving this Agreement. The Resolution became effective on , 2005 (the "Effective Date"). 1.12 City Code Chapter 19.40 Mandatory Contents. This Agreement does contain the provisions required by Section 19.40.040 (1) of the City Code Chapter 19.40, as follows (paragraph references are to said Section 19.40.040 (1 )): 1.12.1 Duration - see Section 3.2 of this Agreement; 1.12.2 Uses, density, intensity, height and size - see Sections 3.3 and 3.4 and Exhibit G of this Agreement; 1.12.3 No reservation or dedication of land for public purposes is contained in this Agreement; 4 1.12.4 No protection against fee increases - see Section 3.4.2(a)(ii) of this Agreement; 1.12.5 Tiered amendment process - see Section 7.2 of this Agreement; and 1.12.6 Health and safety exception - see Section 3.4.2(b) of this Agreement. 2. CERTAIN DEFINITIONS. In this Agreement, unless the context requires otherwise (and in addition to other defined terms in this Agreement): 2.1 "City Code Chapter 19.40" means Chapter 19.40 of the City Development Code in effect as of the Effective Date. 2.2 . "General Plan" means the San Bernardino City General Plan in effect as of the Effective Date. 2.3 "Assignee" means a Person (a) to whom Stater Bros. (or an Assignee) expressly assigns its rights and obligations under this Agreement, and (b) who is an Owner of the Property. An Owner shall not be an Assignee merely due to being an Owner but may be an Assignee if (a) and (b) under this Section 2.3 are satisfied. Neither IVDA nor SBIAA may be an Assignee. 2.4 "Owner" means any Person that owns a parcel in the Property, except that the term "Owner" shall not include (a) IVDA, (b) SBIAA, (c) any governmental entity that owns merely a right-of-way, easement for a right-of-way or utility easement, or (d) any utility company that owns merely an easement or a sub-station or similar facility. 2.5 "Person" means any natural person, firm, association, organization, business trust, partnership, joint venture, limited liability company, corporation or other legal entity. 2.6 "Property" means the following real property (improved or unimproved) situated in San Bernardino, San Bernardino County, California: 2.6.1 The property described in the attached Exhibit A, which is the Stater Bros. Project Site (including the IVDA Parcels, the SBIAA Parcels and the SB Acquired Parcels ). 2.7 "Specific Plan" means the San Bernardino International Trade Center Specific Plan, as adopted on March 4, 1996 and amended on September 3, 1999 and November I, 1999, and as further amended by City Resolution No. 2004-324 approved by the City on October 7, 2004. 3. DEVELOPMENT OF THE PROPERTY; VESTED PROVISIONS 3.1 City Code Chapter 19.40. This Agreement is subject to the provisions of City Code Chapter 19.40. 5 f)"'.,"'J"........."'....f A......."''''......'''....t hoh"",,,,.. r;t-.., ,.,......-1 f)"','ol........"'..l\.l^ ') rJ(::<: "I' C;.......1 0.,,,,, InI1f11;; nnr 3.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period ending on the earlier of 20 years following the Effective Date. 3.3 Vested Provisions. Stater Bros. shall have the vested right, to the fullest extent allowed under the California Development Agreement Legislation and except as otherwise expressly provided in this Agreement, to develop the Property in accordance with the specific provisions of the Specific Plan identified on the attached Exhibit F, all as in effect as of the Effective Date and the other provisions of this Agreement (the "Vested Provisions"). All existing and future rules, regulations, ordinances, resolutions and policies of the City as applied to any use or development of the Property shall be interpreted and enforced in a manner consistent with the Vested Provisions. 3.4 Changes in the Vested Provisions. 3.4. I Except as provided in Section 3.4.2 below, any change in, or addition to, the Vested Provisions adopted or becoming effective after the Effective Date, including any change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied to the Property to the extent that any such change or addition conflicts or is inconsistent with any of the Vested Provisions. 3.4.2 Notwithstanding the provisions of Section 3.4. I above: (a) The following shall apply to the Property to the same extent the same apply uniformly to other property and projects in the City: (i) changes in the City's building, plumbing, electrical, fire and grading codes and ordinances, (ii) increases in development fees (from which increases this Agreement provides no protection to Stater Bros., (iii) imposition of new fees applied on City-wide uniform and non-discriminatory basis including traffic mitigation fees, and (iii) changes in state or federal law; (b) The Vested Provisions may be modified only by the City as it determines to address a compelling public necessity regarding health and safety that cannot reasonably be addressed by other means or to comply with any later adopted federal or state law or regulation; and (c) The City may make changes in or additions to the Vested Provisions that otherwise would be prohibited by this Agreement if the City first obtains the written consent of Stater Bros. 3.4.3 RESERVED 6 3.4.4 Stater Bros. recognizes and agrees that nothing contained in this Agreement or the Vested Provisions precludes the City from finding and determining that other mitigation measures are required directly resulting from the impacts of specific development occurring on the Property. Such development-specific mitigation measures may be in the form of the requirement to construct, modify or install new or existing public improvements and public facilities for such infrastructure items as public streets, roadways, landscaping, utilities, drainage and flood control improvements, water and sewer facilities, street lighting and signal lights or monetary payments in lieu of the construction of any or all of such public improvements. 3.4.5 Stater Bros. recognizes that there are parcels of land included within the Specific Plan which are not a part of the Property. Stater Bros. agrees that the City may amend or modify or rescind the Specific Plan as to any other properties which are not included within the Property in any manner deemed reasonable or necessary under the circumstances without any approval right by Stater Bros. pursuant to this Agreement. Nothing shall prevent Stater Bros. from exercising all other rights available under State law with respect to any amendment of the Specific Plan as to such properties that are not included within the Property. 3.4.6 RESERVED 3.4.7 RESERVED 3.5 Joinder by IVDA and SBIAA. IVDA and SBIAA join in this Agreement to subject their respective parcels to this Agreement and for those parcels to receive the benefits of this Agreement. 3.5.1 IVDA subjects to this Agreement the IVDA Parcels. 3.5.2 SBIAA subjects to this Agreement the SBIAA Parcels. 3.5.3 Stater Bros. subjects to this Agreement the SB Acquired Parcels. 3.5.4 All ofthe benefits of the Vested Provisions and this Agreement apply to all of the Stater Bros. Project Site (which includes the Stater Bros. DDA Land, the IVDA Parcels and the SBIAA Parcels), as covenants running with the land. 4. PERIODIC REVIEW 4. I Time of Review. This Agreement shall be reviewed by the City at least once a year in accordance with California Government Code section 65865.1, on or before the anniversary date of the recordation of this Agreement, in order to ascertain the good faith compliance by Stater Bros. with the terms of this Agreement. Stater Bros. shall submit an Annual Monitoring Report demonstrating its good faith compliance with the terms of this Agreement within 30 days after written notice from the City of the date of the review to be conducted by City. Following any such review, the City shall notify Stater Bros. in writing within 30 days of its determination as to compliance or noncompliance with the terms of 7 the Agreement. The annual review procedure set forth herein and in Government Code Section 65865.1 shall be applicable during the term of this Agreement. 4.2 Failure to Conduct Periodic Review. In the event the City fails to conduct the periodic review, such failure shall not be deemed approval by the City of Stater Bros.' good faith compliance with the terms of this Agreement, and the City may undertake an independent review of Stater Bros.' performance since the date of the last annual review, or as of the Effective Date, as applicable, unless Stater Bros. shall have submitted an Annual Monitoring Report to the City demonstrating its good faith compliance with the terms of this Agreement notwithstanding the lack of notice from the City as provided in Section 4.1 above. In the event the City has not taken action to accept or reject such Annual Monitoring Report within 90 calendar days after receipt, Stater Bros. shall then be deemed to have complied in good faith with the terms of this Agreement. 4.3 Cost of Periodic Review. Stater Bros. shall pay to the City the actual cost incurred by the City in conducting any such periodic review as provided in Sections 4.1 and 4.2 above. The actual cost of such review shall be based upon the City fee structure then in effect, including the salaries and reasonable costs and expenses of the Office of the City Attorney or any other experts and other legal Counsel retained by the Office of the City Attorney with respect to such review. Stater Bros. shall submit the review fees concurrently with submission of the Annual Monitoring Report pursuant to Sections 4.1 and 4.2 above if such a published applicable fee structure then is in effect and shall also submit a deposit for the estimated City fees (if a set amount is not specified in a published fee schedule) and the estimated salaries and reasonable costs and expenses to be incurred by the Office of the City Attorney promptly after receipt of such estimate from the City. 5. DEFAULT. 5.1 Events of Default. A default under this Agreement shall be deemed to have occurred upon the happening of one or more of the following events or conditions: 5.1.1 A warranty, representation or statement made or furnished by Stater Bros. to the City in or under this Agreement is false in any material respect when it was made. 5.1.2 A good faith finding and determination by the City made following a periodic review under the procedure provided for in California Government Code section- 65865.1 and Section 4.1 above that upon the basis of substantial evidence Stater Bros. has not complied in good faith with one or more of the terms or conditions of this Agreement. 5.1.3 Any other act or omission by the City or Stater Bros. that breaches or materially interferes with any of the terms of this Agreement. 5.2 Procedure upon Default. Neither the City nor Stater Bros. may exercise any remedies with respect to an event of default referenced in Section 5.1 above unless the party claiming a default by the other party gives a written notice to the alleged defaulting party specifying the event of default and such event of default is not cured within the applicable Cure 8 Period (hereinafter defined). The term "Cure Period" as used herein means (a) with respect to an event of default that reasonably can be cured within 30 days, the period of 30 days following the receipt of such written default notice, and (b) with respect to an event of default that cannot reasonably be cured within 30 days, and if efforts are commenced to cure such default within 30 days following the receipt of such written default notice, the period reasonably required to complete such cure with diligent prosecution. 5.3 Remedies. All remedies, at law or in equity, shall be available to the City and Stater Bros. with respect to any default under this Agreement. Notwithstanding the above, each party acknowledges that monetary damages would not be an adequate remedy if the other party fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is an available and necessary remedy in order to fully compensate a party if the other party fails to carry out its obligations under this Agreement, and each party hereby agrees that the other party shall be entitled to specific performance in the event of a default hereunder. Further, notwithstanding anything in this Agreement to the contrary, the acts of one Owner of a parcel within the Property shall not affect the rights under this Agreement with respect to any other parcel within the Property. The City may, as provided in the immediately following sentence and in addition to such other rights and remedies that it may have as provided herein, terminate this Agreement as to any default which is not timely cured by Stater Bros., or by any Mortgagee (hereinafter defined) as the case may be, in the manner as provided herein. After all cure periods have been exhausted, the City may terminate this Agreement upon delivery of a notice of termination to Stater Bros. and to any Mortgagee of which the City has notice, which notice of termination shall be effective as to the termination of this Agreement within 15 days after receipt by Stater Bros. or such Mortgagee if such default remains uncured. 5.4 Institution of Legal Action. The prevailing party in any legal action arising from or in connection with this Agreement, whether by final judgment or out-of-court settlement, shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred by such prevailing party. Legal actions shall be instituted in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The costs, salary and expenses of the City Attorney and members of the City Attorney's Office, and/or those of outside counsel retained by the City, in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for purposes of this Section 5.4. 6. PROTECTION OF MORTGAGE HOLDERS. 6.1 Protection of Mortgage Holders. Stater Bros. and the City agree that this Agreement shall not prevent or limit Stater Bros. (or any Owner), in any manner, at Stater Bros. ' (or such Owner's) sole discretion, from encumbering the Property or any portion thereof or any improvement thereon (owned by Stater Bros. or any other Owner, as the case may be) by any mortgage, deed of trust or other security device securing financing with respect to such Property. The City acknowledges that the lenders providing such financing ("Mortgagees") may require certain Agreement interpretations. Accordingly, the City agrees, upon the written request of Stater Bros. (or the applicable Owner), to meet from time to time with Stater Bros. and representatives of such Mortgagees to negotiate in good faith any such request for interpretation. The party making such request shall be obligated for the 9 payment or reimbursement to the City of all costs incurred by the City directly related to this provision to meet and negotiate any such requests for interpretation and, upon request by the City, shall make a cash-equivalent deposit in an amount of such costs as reasonably estimated by the City in advance of the City entering into such negotiations. The City will not unreasonably withhold its consent to any such requested interpretation, provided such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of all or any portion of the Property shall be entitled to the following rights and privileges: 6.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on all or any portion of the Property. 6.1.2 If the City timely receives a written request from a Mortgagee requesting a copy of any notice of default that may be given to Stater Bros. under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within one day of sending the notice of default to Stater Bros. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 6.1.3 Any Mortgagee who comes into possession of all or any portion of the Property, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property or part thereof subject to the terms of this Agreement, including the right of the City to terminate this Agreement in the event that a default under this Agreement by Stater Bros. is not cured during the cure periods provided in Sections 5.2 and 5.3 above. Notwithstanding any other provision of this Agreement to the contrary but subject to the immediately preceding sentence, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Stater Bros.' obligations hereunder or to guarantee such performance. 7. GENERAL PROVISIONS. 7.1 Assignment. Nothing in this Agreement affects Stater Bros.' or any other Owner's rights to own, transfer, conveyor encumber all or any portion of the Property owned by Stater Bros. or such other Owner. Stater Bros. (or an Assignee) shall have the right to assign, without the consent of the City, all or part of its rights and obligations under this Agreement to a Person who is an Assignee. Upon the assignment of this Agreement to a Stater Bros. Assignee, (a) the assignor (Stater Bros. or an Assignee, as the case may be) shall be released from this Agreement when (i) written notice of such assignment is given to the City, and (ii) the Assignee assumes in writing the obligations of Stater Bros. under this Agreement with a copy thereof delivered to the City, and (b) the term "Stater Bros." as used in this Agreement shall mean such Assignee. No other Owner shall have any right to assign this Agreement or any rights thereunder. 7.2 Amendment or Termination of this Agreement. Except as provided in Section 5.3 above (for termination as a remedy for an uncured default), this Agreement may be amended or terminated with respect to any parcel within the Property only by written agreement signed 10 _ __ _ _. L _.______~ r-;.. ___...I ro.~_._l____ "1 ~ "'l rICe' ..1" L;_~l D,.., 1 III ~IlC nnr by the then current Owner of such parcel and the City after approval by the Council, without the necessity of the joinder of any other Person; provided, however, any amendment or termination of this Agreement shall not be effective with respect to any parcel in the Property or with respect to the rights under this Agreement of any Owner unless the Owner of such parcel or the Owner whose rights are so affected also is a signatory to such amendment or termination. In order for any such amendment or termination to be effective, it must be adopted by the City by resolution as set forth in the California Development Agreement Legislation and must be in form suitable for recording in the Official Records of San Bernardino County, California. In accordance with City Code Chapter 19.40, the procedure for an amendment to this Agreement shall be a tiered amendment review procedure as follows: (a) proposed amendments that are development related (such as affecting uses, density, height, coverages or setbacks) must be submitted to the Planning Commission of the City for recommendation for approval or non-approval and then forwarded to the Council for determination, at the Council's discretion, of approval or non-approval, with the Council not being bound to accept the Planning Commission recommendation; and (b) all other proposed amendments must be approved by the Council at its discretion. 7.3 Hold Harmless. Stater Bros. shall (a) defend, indemnify and hold harmless the City and the City of San Bernardino Economic Development Agency (the "ED A"), their officers, elected officials, attorneys, departments, boards, commissions, employees and agents (collectively, the "Indemnified Parties from any claim, action or proceeding against the Indemnified Parties to attack, set aside, void or annul the decision to enter into this Agreement or any of the proceedings, acts or determinations taken, done or made prior to and relating to such decision; and (b) reimburse the Indemnified Parties for any court costs and attorney's fees which the Indemnified Parties may be required by a court to pay as a result of such approval. At its sole discretion, the City and/or the EDA may participate at its own expense in the defense of any such action, but such participation shall not relieve Stater Bros. of any obligation imposed by this Section 7.3. The City and/or the EDA shall notify Stater Bros. promptly of any claim or action and cooperate fully in the defense. Stater Bros., the City and/or the EDA shall jointly select legal counsel to represent the City and/or the EDA in any such proceeding. The City and/or the EDA, without Stater Bros.' written consent, shall not settle any claim that is subject to the indemnity under this Section 7.3. If during the proceeding a settlement demand is made and Stater Bros. is willing to satisfy the settlement demand and the City and/or the EDA rejects such settlement demand, Stater Bros.' indemnity obligation in this Section U shall from that point forward not exceed the amount of the settlement demand. Notwithstanding any language to the contrary in this Section 7.3 or elsewhere in this Agreement, Stater Bros. shall have no indemnity obligations to the Indemnified Parties for claims that arise from or are alleged to arise from (i) the negligence or willful misconduct of any of the Indemnified Parties, or (ii) any costs or legal expenses that arise from any suit or action commenced by any of the Indemnified Parties, except if such suit 11 or action is commenced to cnforce the rights of the City against Stater Bros. as provided in Section 5.4 above. 7.4 Binding Effect. Except to the extent otherwise provided in this Agreement, the burdens of this Agreement bind, and the benefits of this Agreement inure to, the City's and Stater Bros.' respective successors in interests and assigns, including as provided in Section 3.5.3 above and in Section 7.5 below. 7.5 Relationship of the City and Stater Bros.: Third Party Beneficiaries. The contractual relationship between the City and Stater Bros. (and any other signatory to this Agreement) arising out of this Agreement is one of independent contractor and not agency. Nothing in this Agreement shall be construed as making the City and Stater Bros. (or any other signatory to this Agreement) joint venturers or partners. There are no third party beneficiaries and this Agreement does not create any third-party beneficiary rights; provided, however, (a) the provisions of this Agreement regarding development rights applicable to the Property shall apply to and be enforceable by any Owner with respect to the portion of the Property owned by such Owner, and (b) an Owner has the rights set forth in Section 7.2 of this Agreement regarding amendment and termination of this Agreement. 7.6 Notices. Any notice to be provided or permitted under this Agreement shall be in writing, signed by the party giving such notice and sufficiently given if hand delivered, delivered by an overnight messenger/delivery service or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below. Such notices, if delivered (i) by hand, shall be deemed given when delivered, (ii) by an overnight messenger/delivery service, shall be deemed given upon delivery or one Business Day (hereinafter defined) after the sending of such notice, whichever occurs earlier, and (iii) by mail, shall be deemed given five Business Days after deposit in the U.S. mail. Notice that starts the running of any cure period and that is delivered on a non-Business Day shall be deemed delivered on the next following Business Day ifleft at the notice address or the next Business Day on which it is redelivered if it is not left at the notice address. The names and address of those representatives of each party to which notices shall be sent are: If to City, to: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attention: Director of Development Services and San Bernardino City Administrator 300 North D Street, Sixth Floor San Bernardino, CA 92418 12 If to IVDA or SBIAA, to: Inland Valley Development Agency 294 S. Leland Norton Way Suite I San Bernardino, CA 92408 Attn: Executive Director With a copy to: Timothy 1. Sabo, Esq. Lewis, Brisbois, Bisgaard & Smith, LLP 650 East Hospitality Lane Suite 600 San Bernardino, CA 92408 If to Stater Bros. Markets, to: Stater Bros. Markets P.O. Box 150 21700 Barton Road Colton, CA 92532 Attn: Donald 1. Baker With a copy to: Varner, Saleson & Brandt, LLP P.O. Box 12014 Riverside, CA 92502-2214 Attn: Sean S. Varner, Esq. Such addresses shall be subject to change from time to time to such other representatives or addresses as may be specified in written notice given by the intended recipient to the sender in accordance with this Section 7.6. 7.7 Estoppel Certificates. At the request of either party, the other 'party, within ten calendar days after receipt of such request, shall certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying party, (b) this Agreement has not been amended or modified, except as is expressly stated in that estoppel certificate, and ( c) no default in the performance of the requesting party's obligations as provided in this Agreement exists, except as expressly stated in that estoppel certificate. 7.8 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. The word "including" as used herein shall be deemed to mean "including, but not limited to". A "Business Day" is a day other than a Saturday, Sunday or City holiday. 13 7.9 Entire Agreement and Waivers. This Agreement constitutes the entire understanding and agreement of the City and Stater Bros. with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between the City and Stater Bros. respecting this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City and Stater Bros. 7.10 Incorporation of Recitals and Exhibits. The recitals set forth in Section 1 of this Agreement and exhibits referenced in this Agreement are incorporated in and part of this Agreement. 7.11 Captions. The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Agreement. 7.12 Consent. Where the consent or approval of the City or Stater Bros. is required in or necessary under this Agreement, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. 7.13 Covenant of Cooperation. The City and Stater Bros. shall cooperate, deal with and assist' each other in good faith in connection with the perfonnance of the provisions of this Agreement. 7.14 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of San Bernardino County, California, within ten days following the execution of this Agreement. 7.15 Severability. Every provision of this Agreement is and shall be construed to be a separate and independent covenant. Without limiting the generality of the foregoing, if any provision of this Agreement is found to be invalid or unenforceable for any reason, then the remainder of this Agreement shall not be affected and shall be enforced to the extent permitted by law and the parties shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. 7.16 Further Actions. Whenever and as often as it is requested to do so by the other party, each party shall execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all such further documents as may be reasonably necessary, expedient or proper in order to achieve the intent of this Agreement. 7.17 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. 7.18 IVDA and SBIAA No Longer Parties. At such time that IVDA or SBIAA no longer owns any portion of the Stater Bros. Project Site, IVDA or SBIAA, as the case may be, no longer shall be a party to this Agreement. At request of either Stater Bros. or the City, 14 IVDA and SBIAA shall provide written confirmation of its non-ownership position in recordable form reasonably acceptable to IVDA or SBIAA, as the case may be, provided, however, the furnishing of such written confirmation is not required as a condition to IVDA or SBIAA no longer being a party to this Agreement, as such automatically occurs upon such non-ownership as reflected in the Official Recording of San Bernardino County, California. [SIGNATURE PAGE FOLLOWS) 15 IN WITNESS WHEREOF, this Agreement has been executed by the City of San Bernardino, acting by and through its Mayor and Common Council, pursuant to Resolution No. authorizing such execution, and by Stater Bros. Dated this day of ,2005. CITY STATER BROS. MARKETS City of San Bernardino Stater Bros. Markets, a California corporation By: Name Title Judith Valles Mavor By: Name: Title: City Clerk Approved as to Fonn and Legal Content: 1 //. . (~-)<~ -l-F1,..~___ SBIAA Inland Valley Development Agency, a joint exercise of powers agency San Bernardino International Airport Authority, a joint powers authority organized under the laws of the State of Cali fornia By: Judith Valles Co-Chair By: President By: Dennis Hansberger Co-Chair ATTEST: ATTEST: By: By: Name: Its: Secretary Kelly Berry Clerk of the Board APPROVED AS TO FORM: APPROVED AS TO FORM: By: SBIAA General Counsel Agency Counsel 16 Development Agreement No.2 Exhibit A - Property EXHIBIT "A" PARCEL 1 and PARCEL 2 of Tentative Parcel Map No. 17235 of the City of San Bernardino revised as of September 17, 2005. - e ?o... ~'I ! . . Ijl , '! i t . !j ! H I I' ! I . . ~ .:::. 3l: .11 , !II ' . i!! ! , Ii ~ ~ ill i . I ......J , i ljl Ii I ~ < J! W "! I" I I! :! 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I' I ::'~ I. : 1./10 !! ! ~ , ,-(------------- I 0 wli i > I, ' , -< II-. -~-------------_r! ~Ii I Ii : i! ! i! ~ I! ,----'--------!! 0.. "1 " 'I a.." . - j, : 1-.. I j I : " I " ' I, i i I : 0, , i r - r- -- ---------- Iii ii i i i i i; i i i i J i i i I i a: a '-I ~..... f\ ~:J J [) C)/ ~3 -./} I 48.71 ,N89' 00' 37' E I , I I I ia: ,0 !< 10 .0 Ice I..J oW 10 I I ..J <( a: o :I w :I , , ! __- 88/AA BOUNDARY - ~/ OEARI~IG um OISTAIKES USEO IN TlJE ,l,[l{)vE Pl.AT ARE Of'j TtlE CAl rFOONIA coonulNATr SYSTEU, lONE 5 INAO-f1]J. l.A.JLTIPLY DISTANCE $ HO"Oi O'!' 1.0000684 10 OBTAIH GROUHD U.VEl DlsrA~C(S_ I I I I -- --.J BlV07' ~ --------~ ~ POB, r~OINT OF IlFr.;IrI~IIW; "Cle, POle11 Of' tOM,iUICI~:r; MIEA' 3.091,01(' SO fl 10,96 AC '---, HCrT1fll1dez, Kroone & AIIHuc!ateq, Consulting Civil FnIJ"'el~rc, 8, 10rlol ';';r,/pyncc, ~)j4 lost Dink" (Jrl','e '.;lJIl fJi'lffWI '-11'\1.' ('.\ !f','\(jH --I ()Y'I;rr?---I-~JLAN 0---;;:\;-1_ [( [ n c. [~~\I f':_() rJ ~;1. E.. ~.I. r 1\ C F ~I C y OF :;Cr.JPTlil~1 _ P,I\[,'U I I' I PNlCU WJ r APCF I I) DA Tf 11 (),) :; IW :) il I PARCEll2 EXHIBJT 'X' In the City of SZln Bernardino, County of San Bernardlllo, State of California, being those lIortions of Block 48 ancl 49 of the Rancho Sa n Bernardino, as per Map recorded in Book 7, Page 2, Records of said County, together '1v;th portions of vacated streets and alleys lying within and i'ldJelcent to said block and lots, described as follows BEGINNING at the centerline intersections of Harry Sheppard Boulevard and Del Rosa Drive as shown on Record of Survey, filed in Book 109, Pages 3 and 4, of Record of Surveys of said County, thence along the centerline of said Harry Sheppard Boulevard, South 89'00'37" West. a distance of 14932 feet to the beginning of a tangent curve concave southerly, having a radius of 1,200 75 feet: thence westerly along said curve and centerline, through a central angle of 2051'45", an arc distance at 59.98 feet, thence continuing along said centerline, South 86008'52" West, a distance of 40.12 feet to the beginning of a tangent curve, concave no liherlv, having a radius of 1,200,75 feet; thence westerly along said curve and centerlin,', through a central angle of r51 '45", an. arc distance of 59 99 feet; thence continuing along said centerline, South 89000'37" West, a distance of 32,72 feet; thence at right angles to said center/ine, South 00059'23" East, a distance of 40.00 feet; thence South 01004'03" East, a distance of 56544 feet; thence South 89024'21" West, a distance of 342,30 feet; thence North 00058'48" West, a distance of 56307 feet, thence North 00059'23" West, a distance at 40.00 feet to the centerline of said Harry Sheppard Boulevard; thence along said centerlme, South 89000'37" West, a distance of 1 ,00466 feet to the beginning of a tangent curve concave southerlv, haVing a radius of 1,030.73 feet; thence westerly along said curve and centerline, through a central angle of 9026'22", an ilrc distance of 16981 feet: thence continUing along said centerline, South 79034' 15" West, a distance of 208.69 feet; thence leaving said centerline, South 00"59'10" East, a distallce of 54855 feet; thence NOlth 89000'50" East, a distance of 30500 feet, thence South 00"59'10" East, a distance of 50650 feet, thence South 89000'50" West, a distance of 30500 feet, thence South 00'59'10" East, a distance of 752.02 feet, thence North 89000'52" Easl, a distance of 30500 feet; thence Nonh 00"59'10" West, a distance of 71574 feet, thence Norlh 89"02'13" East, a distance of 35107 feel: thence South 00' 59'17" East, a distance of 71::i 60 feel; Ihence North 89000'52" East, a cllslance of 105.96 feet, Ihenl~e North [)()"56'06" West, a dlslance of 25 99 feet, thence North f]CJ"OO'52" EelSl, ,J dlsteJrlce of 1,257 97 feel. thence f\lorth () 1'09'52" Wesl, ,1 distance nf 1 794 ,11 fpot, Ihl;l)u; t',lorlh f]C)'ilO'j7" E.-lsl,:J lilstimr.e ()f 4H 71 C,"H, thr:IIU, Nnl'lh () I [!I)':,)" V/0~',1. ,] (I'SI;mf." nf tlCJ 01) If;,,;t t,) th,-, 1I>tr':3I;I:I'1J1l of (;ferlli.,III)(!'; (Jf P,I'i'! I ()I I-XIIIHIT ^, P"I',I' I oE I, PARCEL 1-2 Sriirl HarrySheppmcf BoulAvArd and sa/(j Del Rosi1 Of/ve dnd Ihe POINT OF BEGINNING Beaf/ngs and Distances used In the above desCrIption are on the CiJl/fornia Coordinate System, Zone 5 (NAD-83) Multiply distances shown by 10000flS4 to obtain ground level dislances END OF DESCRIPTION This real property description has been prepa red by me, or under my direction, in conformance with the Professional Land SUNeyors Act. Signature g]Q ki?~ Professional Land Surveyor C--' ~C;/D? . Date 1.1"''', ". i' .,,',1,.', f"lqf' ;; fJ I :2 EXIlIHfT ^. I)agf;) of If 1 , , ! I ! ! 1 ! ! I f I I ! ! I ! ! I i ! I ; ',~,~ '--1 1 j --_\:; :' I -----, II! .._-.-- _' _ --.-----.---..--.-...l.-~-i ( --.--.--..-;,.0 at... '/~._ ._--.-- _----.-----..- " ,..-. L1EPPA......_ -' I _..-.- 'I Rfl'f S,,_.-.- '--.. --.-------.----.--.-..--{-.t-- .1:1." -' -::.=:_.--------.-----") II i, /-- I '0:; fIlW--.......!! [ CHILD CARE : 10 "I I : CENTER PARCEL ! 1-1 I' I, I 'c( JJ S': I :86.14 : I- . I' I I ,0:; . ,--y---- I I 10 i, i ,.---N89 , 34' 59' E i '::z: BI.. GCI( 45 : I/(p 86 14' : lU I, I FE RSB :! i 431.00' i M.O,I/o? !/ : N89'OO'29'E J_ ,!Ii ' NOO'ZS'OI'W AI 21~.99"- i, r ,: / .L1'p '~ / :\ ~ I W'I' ~' <133.1~' > : !~89' 00' 20' ~vJ ~! l.s "" t'l W! , "':'...... ~8g. 3 t1' 59' f, (,/" Oll-r---I S Bo.l~ Z J Or--' J t, i ~ I I l[)';, CJ I ,C'Jc:n l-_~____ w: I o~! a..J,- _~ 0 <']'- a.,I?: I , ;:: I I ('-J ". 'J.) 'c \ " "'--....... 1:-) lc} <1i (J ~~ f'lJ -q Q: ,. '-./ 1" 'J '" "" a.. SCALlc I' = 200' - .-/ I, EXHIBIT B. Page 2 of 3 li)/ (This page depicts the description on 10CHrnrT A. page J) 81. oel( 49 fiSH .1,( O. 1/'/ '/1 .;) / o ,--) (j (" BLOCK .18 RSB M.B.I/2 5 f.. i ~OO' 59' 10'.~ / . "---_ Z I 4. 96' !. - 17.....-:::.----------, VI Y I . ! i I : . I I : , I I : , I 1 : , I I : I I : -----------~, I '." 'I' I~' i , , .i, I' 1',1 '. '\. - -.. --.- ---. MILL STREET - - - - -.-. _.~ _ __ _ ___ u _ , Ol,\nu/l~ .\UrJ OI'-.rMtC[ UjEO It, lill AGOVE ?(~T ,\ri[ !)~~ IH[ C^t.1FOIlIJI~ coon01NArr. ~'1'JT!":M, lOrJF: 5 !!i<\D-iJ51 ~WL r 1 DC Y 0 I :;r,u../CE SIlOW~1 Qr I. (),;rX:.I~rl: TO OBTAI'/ cnOUtJ!! I F:-.;tl ()IS~-.\)ICf.r\ 1-i.crnlluJcr, Kroonc &. AM{lc!!\tr.~, lnl' (' :);1 r;lJ!lrrJ'l I~I'.I; r ,1,'11 roc /\fi";\' III, '111;'- ",0 I ! >, ~J l; /, (, ;~ () [ ,11 1")(" I 1):)/111 Iii I'(): tll iH fJECIUIJIIF, i:()l<-i/.1rllC I ~I[. .:"8/lfP -/P-,\DC:l-1 HI; I . , '11 Ii II /,' if I . .\' I. ['( II np\.li-ii: '\(:[1'1' .. In fij;\I~iI II I' PARCEL K-2 Remainder LECAL DESCRIPTIDN In the City of Siln Berl18rdlno. Coullty of San Bernardino, State of California, being a pOI-lion of Lol 7, Block 48, Rancho San Bernardino, as per Ivlap recorded in Book 7, Page 2, Recolds of said County, together with portions of vacated streels and alleys lying within il/lC1 adJiJcenl 10 S,1/(/ block und 1015, described as follows COMMENCING at ill" iron pipe wllh {he City of San Bernardino tag marking Ihe centerline Illtersection of Tippecanoe Avenue and Mill Street, per Record of Survey filed in Book! 09, pages 5 and 7, inclusive, of Recore! of Survey of said County. thence, North 00025'0 1" West, along the cen tedine of said Tippecanoe Avenue a distance of 1,594 77 feet and Ihe TRUE POINT OF BEGINNING: thence along Sclld centerline, North 00025'01" West, 214.99 feet; thence at right angles 10 said centerline, Nor{h 89034'59" East, 86.14 feet, to the southwest corner of that parcel of land conveyed {o {he Smart Start Child Development Center. by Quitclaim Deed Number 20020165818, Recorded April 4,2002, Records of said County also known as K-2. thence along south line of said parcel, North 89'00'29" East, 431.00 feet. thence leaving saId south line. South 00059 '10" East, 21496 feet to the easterly prolongation of the noriherly tine of {hat parcet of land conveyed to the Norton Credit Union, by OuitclalfTl Deed Number 19980168698, Recorded May 4,1998, Records of said County, also known as Parcel K-3; thence along said easterly prolongation of the northerly lin8 of said parcel South 89000'20" West. 433 14 feet to the easterly right of WdY line of Tippecanoe Avenue: thence South 89034'59" West. 8G 14 feet 10 centerline of Tippecanoe Avenue and the POINT OF BEGINNING SUBJECT TO casements over Third Street and Del Rosa Drive lor publiC utilities and right of way as they 110W l:Xlst BCeJrirlgs illlcJ Distances used ill the above description are on the California Coordinate System. Zone 5 (NAD-83) Multiply distances shown by 10000584 to obtain ground level distClnr:es END OF DESCRIPTION : ,',1'" .',1:"," '; II II . 1; ~,r' I '. II' '1'1 , '?O:til]i::::tl It / I., ! "If I!/hkr I!:', ,III' '" or r, ,;\.~ I ( !' \' (.) I . c., I.:XIIIIII'J' '\, I';!p.t' 1 of I, -I ! I ,1 : w I I > <( I !o: , w i 10 0 , ! z i 1-1 i e( , ,e( , r..> i lit w I '0 0- 1<89'.34' 59'Fe !~ 0- 86, /4' ' /w ,~ I N89'OO'20'[ I _._-~._._-; r------------ ~.- ----.--- , ! ! 5/.(JI/.1 , '?!S II il/ Hi / ; ! i ! ! i t ! i V:'llASENOR ,~/ ,~;' SC ALE J" = 200' '<.1 ;t: NeD LnO --:w --If) 'T ' o o f v., If/a9' 39' 04'~ 12%. '16' t W POC EXHIBIT ll, Page 3 of J (This page depicts the description on EXHIBIT A. page I,) C1FM1IUf, M/P iilr,;.',~IU USf.'i,\ 1.'/ [lil M1CV( PIAl ,\ilf (;/: Illf (AI I[OlllJI,\ Cl"-':)f?OII/Ar( \!"';'l',1, .:()llf'i (f.J.V) ,1;\' MULflr(', 1!1'~L\lh:! :lH0W/J!l'( I :JOC':ll,n: TO nDL\ 111 l;!lOI!!1D ~ F'/fl D!C-,r!d(":'l Ifl" ,'\f:[J /:),} 018 '~O I~ I IG ,I I" ;\C: f'U I' J I I), me 1111,11 t j( "!iI,'1T !X COf,'f,1UJr:II'jI: ,', i >)fV~~ Ii! (\ 1 l:f '''; :'1' " 1, I ]r'i "1;1.,' .' U J i. ,\~ "i I C:\ : " r ~ I "11~, j i I I I ( '<fll' Irl.IP :fl. I-II) I I"~ .1 !Icl'"t\l~nd{,;r.. l<r(10r\(' ~~_ ,\~A(Iclllt('.'\, lilt : " : ~ , :' r ' ,! ' PARCEL 1-\-4 LEGAL OFSCRIPTION In Ihe City of Sail Bl,morc!lno, Counly of SCln Bcrnmcllno, Stale of CaliforniCl, being d poriions of Lots 5 Clnd 6, Block 'IB, Rancho San Bernardino, ClS per Map recorded in Book 7, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said block ilnci lots, described ,1S follows COMI\ilENCING at a 1" iron pipe wilh Ihe City of San Bernardino tag marking Ihe centerline inlerseclion of Tippecanoe Avenue and Mill Stree!. per Record o( Survey filed in Book 109, pages 6 and 7, inclusive, of Record o( Survey of said Counly; thence, NOlih 00'25'0 1" West, along the centerline of said Tippecanoe Avenue a distance o( 4125 feet, to the westerly prolongation of the northerly righl-o(-way line of said Mill Stlee! ane! the TRUE POINT OF BEGINNING; thence continuing along said centerline line, North 00"25'01" West, a distance of 78666 feet, thence at right angles to said cenlerline, North 89"34'59" Easl, 8614 feet 10 the easterly fight of way line of Del Rosa Drive; thence, Norih 89000'20" East, a distance of 44C .76 feel, thence, South 00059'10" East, a distance of 388.72 feet, thence, Norih 89000'52" East, a distance of 762.05 feet, 10 the west line of the San Bernardino International Airport Properiy; thence, Soulh 00056'06" East, a distance of 41152 feel, to the norih right-of-way line of Mill Street; thence along said right-of-way line, Soulh 89039'04" West, a distance of 1,29646 feet, to the POINT OF BEGINNING. SUBJECT TO easements over Tippecanoe Avenue for public utitities and right of way as they now exist Bei1rings and Distances used In the above description are grid, based on the Califomia Coordinate System, Zone 5 (NAD-83) Di'/ide distances shown by 099993157 to obtain gl'ound level dlslGlIlces --_..._---~--~-~ -----------~.~~-- END OF DESCRIPTION 1 ill; f'"' 1: P:'I' r ' rl-':-,"Jf',I(,I' l:i', i;;'11 ~ U'I\'(H'I: !:'i 11'.'"; " '. ')?''''J''PI''(:Y , I 11,,_ (/ _ c_ C,(j,\ b'q~: .__ , iI,> ;.',' _1:-'.1 ", ;r 1,I(l'!':( 111' ! Ii !, ! / (I / , ;' ! ./ i / (, /C EX Il r 1\ I T ^. I' age I, "I I, Development Agreement No.2 Exhibit C - IVDA Parcel Included . fofc&l . Yo...r (,e.-l pl1iper-ti e 5 - \ V I)'~ I 5-2 (j)-.- oz' 51' 45' l :)9,98 R~IZOO, IS', vi 0=- 40. IZ' /86' 08' 52' J @-02'51'45' lo59.99' R=1200. 75' > ~ @--32.72' 1fB9'OO'37.i @- 09'26'22' l=169.81' R=IOJo. lJ' EXHIHIT n, Page I of ] ('I1lb page depicts the description in EXHI RI'i' A, Page" 1-2) -~, --. j ( I I I , i !PAl(l~ 1 - i $- J,. , i , I i SCALE /'=-100' I I i Ii! S 208,69' ,'" i i ! ~79' 34' 15' -I i i Iii _.--' ~ ,----- --.--- -t~ ,-.- -,.- -- ---- w I r-- . I. : ~ 0 i I ! ~:- Ii fAKCLU: ! ~+n_-l--_n~ I, ........ ' IUI'i I ... > . ' -< i I-- ,~.____u_u_._ w:j l o I, I z II : -< I, I () I' w ' 0. I I 0. ' , -II I- , , i I : i I, 11 i ~- Ii i i i i i i i i i i ii ii'S I ()C)/3- /) I 48,71 ,NB9' 00' 3 7' E I , I I I io:: ,0 !< It/J ,0 10:: 1....1 .w 10 I I .-.-~_.- ..--.---- ---- roo. POINT or:- flrCllmlUC .~OCI fOOIN! Of' tOWAflll;II:r; BEARING HW OISTAHCES USED IN THE AoovE PL ^ r ARE ~I rll[ CALI FOON I A COCiHlINATE SYSTEU. lONE 5 CW.D-!l)) \All T IPl ( 01 STANCE Sf/OWN 0)' 1.00001)8.j TO OBTAIN GR[):mD LtVEL DISTAI-/CES. M"EA. J, 091, 1)'12 ';0 F I 10.96 AC Hernandel, Kroone & ARHociateR, ConstJlljfl~ rlvil fnlJlnt:,:r c, ?, ['l/lIljlJ('.'r.ynr:; n'l tW;! IJI/Ill' I!I'.'" (.;(]n B'~'IH:I(L'\I', C.\. '1:"\-';;.', I-n~'Ir,I;;'~;~-\~~~~C~~I~~:~jtl. ;\!= r ~I C :;--rf'^Jl';~-::~;: f I I Df~~(:r,lll-,T!;)~I Di\l[ ,-' i\I',' (,f I I) 11 (J') :J (I () ) I ill '..--'.,' '-',','::. i-~ :',l/{ ~ ] ~ H {i~~ . . . ~ ~~ . .~~~ i J!]~~ " ~ ixp -~ ~~ .1! ~ ! i- ~..r,..r, l ~ .t. ~l'l oir~ ~ ~~ i ~. i i i ~~~, '\"" 0 ~~d~ ~ 1 ~ :H~ ~ ~ ~ ~... II.!; ~ ~ ~ ~i c ] , ~U~ ~"~ . :. ~ .~ ~~~~~i; 8....::r::if:; ~.t l) .!il ~p8" ","'a 1I f.".E ~ ~ ~~t~~ H~~~~ ~ W~~ !)"~t.... 1lJ\>\O ... ~~~8~tl ^ !:~ . ~ l~ '- ~o t~ ~, .~B ~& ]..; ,'v Q. <. &~ "0.. ~ St\j'~ -'0 ~~ ~ ~.e,8 ei ~'" 1; ~~~ ~,"oS ...""'8 I}l a.s ~ .~~t "" , '" a~~ .~~ i'~J ,Z; I '. I '" , .... I ," I <.> i '" , .. ~!" ..."it.~~ ~l~ ' o .:c.... ,," ..t..c ulI 0\' 'CI..... ' ~~coiOl .......\..:l!:....lO\~""'t:...\oOiI(1:l.c(l \..~.g !111~ls OI&.. '" S:--~ ~~-:: ~-;:~): ~,,' ~'<t :o.,::c", ~"fol....a. :o"41(")oItO~ \..:t'$~C'.tc..~J.!.! .!'....~a~ti~. ....Lo:tCl...,tSfl .tl:'2~t'''''oll..t''~ifl.l.$ li'8i\io~t;~.t~ ~ ei:::y~ t ,,~~ Q"" ~~l ~t~! ~~~~" ~ "'a-"""...~toQ.".s.!'& ~~"1lI"~"''''~1I:/, "'r-;?:1:loJ ~...~t~... ~tl.. ls.cti.J1:l....e.:. 0... ~\..~;;,~.."et.o~~t:l:li.!, ...is ",,;t a 0 t-OI.'J ~G'~ v~ ~t..~:~8~~~1\l~ oj'a~Js ~~~~~...~.~]~t~~~~o~~~J.t~...& ~~b~~P...~~:..........I.'Jt"tfl.l~~S~~O~ "'::a..r".sCb'<t...,~~:~...~c::o:. J,n~"~ !k~~~~~"'.b~~h~~"'~fi.~~Woj~ 'i,..tl: "K:l1o 0 0'0" ~l-.;-\13 ~ u"oo-g tis.... l>olli ~Ss~Qii~t~~~~~1~~~t;~tv~~~ 0.1' .!is ~~tllor-;o';;~t;-~~;..Q)~<I8t;o ~tj~~:;~i~!5gZ;~~t~~:~~c,~~~: , l....l>I'S,. .::Qlo.. 0--0 . ...:;(tfl.lO III II ~.. :- Sill ~tl~ Q.lJ: ori~~~ ~.J ~ll'" t S4S,. ~ ~ :,,~t~I:~~'o~.tO~III~~S&:i .:~~~~ ...~~,.....Io~~ ~2...!~~cotWc ~1I\_a~ <I~!~$e~~~VQ~~~t~:~~: ~~::~ l~""'~1i:,~~t""t;......lo... a~q,k;I..>.....s<l~VlQ ~~i~a'~~et!t~~~~o~:~~o~~~er ~ "'Ilo~'" ~"_IIl~~"'~~ ~a?CO ~ ~l8'~'~ ~ a'" :l~? ~rv ~ II\~ ~l..'-tl: ~UiIl1:t ~"'Cl_l>IlIl~~~~~~uo~~~~~~c.."~~~e 1 1 I 1 RECORD I SHOW I N1G ! i I i I I I LEGEND' I L:""'- INOlCATU'~ I'ItON pft wmt pusk PLUG JJ<<I TAD,LS 511K. flUSH. PfA F-l.N-ESS onuwlSE NO~. 2. ,..-.- PU>>. fmc LS 7232', Fl,USK. ,. Of' COHSTRUCTlOH PER T NO. ol.o4t-OZ6IO ~ FIlE em IIRAQG HO,.I053 csa: PER IU. lIUSS orlDllSE Of R/R. ru RiM PER IU: ~ -<>-,: NNCATES SET rJ;lON pft..'LONg,1lTll PlA5Tx: flt..UC,I,1<<I TAC. lS I1"'Fl~H.tN...[SS o'TJllmSl. ND~ N)lCATtS S:AN IIEJlfrtUUltIO COUfTY ~YOll'S YDNNENT. Nilc.\1U SAN IIEAtf,tJIaIto CCM.IITY SlIl.VEYOA'S fEU) IlOOl '""'*"'''''1. : NJlCATIS Jl:ECOAP AI<<I WEASURIJ) DAT",llS NOTED. 1 ,I RICtfTS-(lf'-IAYnml$ 5HOIN nIJS ARI: NOT msTHG AT nE TJ.E Of A[CClRDATlOH OF THIS .W. AND ARE fOR =-,~...~oe:-~~=:r:::TIE tUN> VALr a<m"''''''' AQ()lCY. I R~FERENCES' I : ALL Rf;FtR9lCES TO RttGRDS Of Sl.JW[YS IR.5J, PARCEL 'YAPS CP.UJU. TRACT UAPS llLBJ. ~~:a=.lo.AJ'rc..AH AEC0ftD5 Of SAN ;"thNO COUNTY,cALFOfINA,I.N.ESS L r'! NllCATIS f DATA PER R.5.IOOIlI1.e1. 2. +m: tDCATES DAtA I"ER R.$. NO.lOJh-4. 1. : HClftIZONTAl. ATA SHOWN eN T.-s ~ d:B.lSUI OH TIE CAlf'ORNA i COClADHATE YSTEW, MAO 11. ZONE is flfVa.oHD FRQU M an OF SAN IlfAN.AII)H) MOAIZOHTAL COHTROt. P91NT5 IUI8ERS 0025 AND 002' tml CAlFORtI4 STATE I"UHE COOf'ONATES. NAO n ZOtE 5 DATA AS SHOWN or AS IOOm--ll. : f'0IfT . ~ A r liON PH.. UN BERNARONO COLWTY I StMVEYO<< TAG AT THE, lHTEMECTIOH OF DEl ROSA A~).M)' TIWl STRttr. NDATK . 1861213.12 r UST . irUSIi.090 I 1"OIHT.0021 A I'IRON PIPE" ctTYiOF SAN IIEJlN,\RlltfO I stJIVEYOR rAO AT Tl( lHTERSECT~ eN' I ~WS:l~ AIf ~ SlMfl. WT . "'5194.55'5: I HORaONT At. I GIST.f.HC6 SHOWN eN 'MS ~ All[ CAD DlST ANCtS- TO OlITAIl ~ D15TAHCES. OIVI)E THE CAlI DISTANCE. SHOWN BY o......r 'COIIltl.\'OH FACY.., ::> .Q ........ ;-.. SHEET I OF 2 SHEET!> IN THE CITY OF lAN BERNARDINO SURVEY NO. 97 -01,'81 OF WITHIN A THE LEASE BOUNDARY OF THE INLAND P~OWSHARES PROJECT. LLC. LYING PORTIONS OF BLOCK 48. OF THE RANCHO SAN BERNARDINO AS PER PLAT RECORDED IN BOOK 7. PAGE 2 OF MAPS. RECORDS OF SAN BERNARDINO COYNTY. U'-IFORNIA. , HERNANDEZ. KROONE 8< IASSOCIATES. INC. RI~HARD R. HERNANDEZ. L.? 5786 MARCH 1997 ...i~ 5. I C$FB' I I.'~UI T. (i]1 ~ . a ~ ir~ ~, ~I ii' ~ . .. VI' o~1 lQI' W> 1'.... i I I ~~! l~~1 ....... MIL -'1" I ~ ~ ~ .. '" CJTY rI SAM BEANARDfolO CtJm\CIl "T. NO. 15 f'0lK) r C5Y,ON.0.2',PEJl ttl.R2.' CSF8401TII6T. STREET , '-', atY (S,W BDlIWtDI<<I CON1lKl. 'T.I<<J.2I FOl.KllV-4 'p1ftTMarY OF sAN ~ TAo.Dtl.?",'1"fIt RloR2.,l CSf1 <4CIll/M3. " DEJTAILi A H?SCAU SURVEYOR'S STATEMENT. 1lI5 UJ.P ~EHTS A SmvtY WJ)E IY 101[ OR UJI)(R UY OIF~CTlOH IN ClH'QRI.I..I.HCE WITH TIL r~S Of THE UKI SlItYEYOft'S ACT AT THE <ttQUEST OF tU.HD '1AL1.EY OEVD.QPt.IDfT AGEHCY ~ ru.R0l Of "'1. D.nm.~7 COUNTY SURVEYOR'S STATEMENT. = ~A~ ~~!CtMO~ Iffil SECnoH 8116 Of M L>>Il SlRVEYOft'S ACT KIN A.IIL..lER.COlJIT'1 SlItVEYOIIl cot.tm' or SAM 1ERtWtDINO. cAl...lfORNA IY' tk ,IS! oenm L.S.~lJD5E EXPlRESI ~,. NOTE. YJ!{~ Of 1115 Sl.Jt'IEY IS TO IlENlFY THE pAQPOSED InSE BO\J()ARY Of r~ Pl.""....... ",o.o:cT.LU: D<SCRIIO) ~ """'" '," OF . sLl<ll.WE: TO pt.oW$kARES ~...J..v.c. sUf -DlHIIT ,,,'1iOfO ';'i1[ l"ftOPOSED U:GAl.. Dl!:SCflPTlOH AS SHDWH _eN AS FOLlOWS. PROl'OSED LEGAL DESCRIPTION Of PARCEL I. ,. INO, STATE Of SAN BERKARDINO, SAID C04JNlY. LYING WITHIN .."'" YAPS lED OESCll' E INTERSECTION fI THE ctNTEALl ME! Of TI1>P1CAHClE ,l,YEI<<JE CiNTERLlfE OF WILL stREET. HOflTIl 89'39'04' EAST, 00-59' 10' lEST. 1111.39 tEETl erOO'50' EAST, -44.00 FEtT To TH( TP JE pOINT OF' BEGINNING. '''OO''S' EAST, 65.00 FEU. 00'5"j" 'Il'E5T, 506.50 FlET, .1'00' 0' WEST, 255.00 FEET, 00'51'10' EAST, 506.50 FEET TO TIlE PllNT OF' BEGINNING. '-lj "-... Cl"--. (J ......... ON t"l1'_A~J1 " IfilJ AT 9:~7 A AI INi 800K~PAGe~ OFAt'IofD j)I" SUI1I1~ SAN 8e:IlHAIl.DIHD COUNTY "f.GORDI" fEE t. '" ~" " () -.(l ......... '" ..., .... .- PO RZ I """'" ocr r ~'" ~Ll""1lITH I'USTlC Pl.'" .... TAo, LSlTbf1.USH. lH.US \IIIISi: NOrm. ' I " I IIIlIl:Ai IAN IEJItWlIH cwm. SUty[yOft'S ~. ......... SAN __ CaJm SUl'I['(IlA'S FELO - """"1"-. I ~:ra, RlCOfIO AJrI) tF$lMD DATA AS NOTED. ! I 'I i RlIlI-/TS.o(lf'-....VWIITNS Aft[ NOT EXlS1'M1 AT ntE talE OF .. TlI5 UAP. AND W. FOR H'ClAW,1lON PlIIPOSES SHOW H PROPOSED ROrTS-(lf-WAY:PEJ\ 1ME PL.J.N ON FU IIllC M N.''''''r vw.EY '0EVn. Y. : LEGEND. L -e-- ~-- 1 -0- ... CSW L CSf8 L'" T. t ] I I I I 1 RECORD I OFHE STURVeByNARNO. 97 _OO~E~ 20f2SF.iTS SHOWING! THE LEASE BOUNDARY OF THE INLAND PLOWSHARES PROJECT, LLC, LYING WI fHIN A I PORTION OF BLOCK 48, OF THE RANCHO SAN BERNARDINO AS PER PLAT I RECORDED IN BOOK 7, PAGE.2 OF MAPS, RECORDS I ' OF SAN BERNARD I NO COUNTY, CAL I FORN I A, I i HERNANDEZ, KROONE a. ~SSOCIATES, INC. I R I C:HARD R. HERNANDEZ, L. S; 5786 MARCH, 1997 I I I I ~ : ,,2. ~_.~ , ....~.. "."f\5 0 " 1%4.SG __- '6L.~;....-,!:!.- N~~'.f4'55'E ....0005fftL: N19"''''~-~'' 'flO r- ....... PER" ~.i..., 'e' .....-t-.'-- s~J!~~--"",,-, ( , -I- - Z ' ~.~'!!--.;a.<o ,,,,,,(II I I ' , , ,.. .... /,...-:-_-- ... I I , ~.. ....'.. ( : I""""" I, , I I I ...)1 I m.'" I : I n3.71J t- ,I I I I I, I I I~' I I I I ~ 1 I I I ,~I " I", I I I I ' \ > I I'" , 1_. I i:l, , 0: I I 'ZI I '" I I", I 1 I ' I>' I 18 I \el I ;: I " I I I H'~'OO'!SO'E 211.OQ I ' "',00 I I I I I I' I I I I I' I I I I ! .~ ~ i I !~ m : I ti I i II ~ i I' I I I I I I I , I Ii! I... ~ 10' 1:1 lu' I"'I~ I.. i: i"'l i-I 1>- I ' I I I , i f 1 I' I I I to..'" I U~7t]-----I _ I tt + I, i II I I ' I ' I "- I / I I I I I I I , , I \ I I I I I I I I I 255.00 I ...J Nri9"00'50'E 299.00 Ie , I -I' 8 I I", . I I :; I o I 1~ I' : 12 I I l' I I 1 1 ' I I ~ I I ,! I 1 ,- I I I , ""'1""1 I I lTt I , I I I I I 1:01.:1; I I I HI RZ I I I , ut DEhl SfUT I, I I i ,..,: ) l '------T-------' .I, " . --C.- + "NlrwcM'~ i4T.'i7" - -. ~ "'Ill ! STREET ----:---~~------- f'.. ""'-- ()-.. 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O~ \... \ ~\C"\\ ?,t. S"\ '01j\\...\J\~G "Rr,\ "n/Ill r\f !:..r\ D-r rtM1LL STREET (V ACA TED) SOD' 35'31"[ 282.04' ejO'O'\)' PAfWEL "A" fLS. J J3/ J5-22 -- -- __//?t..?- //'~tl-'{ . --- -- ?-\)\'\ s- ~~ ___ ----- '/-.\S\' \\)/\ __ __<:- ~ t.. ?-,S' -- SAN 8Ef~NJ-\fW J No NL8.7/2 NOTE: BEARINGS AND DIS TANCES USED ARE ON THE CALIFORNIA COORDINATE SYSTEM OF 19B3. ZONE 5. MUL TIPL Y DIS T ANCES SHOWN BY 1.00006B44 TO OBT AIN GROUND LEVEL DISTANCES. -- .00 1'\01111 Havu. A"Guc. Sui:E JOO Oowio CdiIonUa 91164 PhollC::IIO'.4'U73D "B" IVDA/SBIAA LAND TRANSFER PARCEL 5 IN THE CITY OF SAN BERNARDINO COUNTY OF SAN BERNARD~O S TATE OF C AL IFORNIA TLKA ~ W DAVID EVANS AND ASSOCIATES INe EXHIBIT 0' , OVI2I04 S Al . 1",400' SBlAA PARCELS EXHIBIT "A" Legal Description IVDA/SBIAA Land Transfer Parcel 5 Those portions of Parcels "A", "AI", and "A5" as shown Record of Survey No. 97-0077 in the City of San Bernardino, County of San Bernardino, State of California filed in Book 113, pages 15 through 22 of Records of Survey in the office of the County Recorder of said county together with a portion of Block 48 of the Rancho San Bernardino per map recorded in Book 7, Page 2 of Maps in the office of said County Recorder, described as follows: BEGINNING at the easterly terminus of that certain course shown has having a bearing of North 89000'52" East, 1257.97 feet in the north line of that certain parcel shown as Area "B-4" on Record of Survey No. 97-0077 filed in Book 113, pages IS through 22 of Records of Survey in the office of the County Recorder of said county; thence along the east line of said Area "B-4", South 0 I 009' 52" East, 237.43 feet to a line that is parallel with and 798.00 feet northwesterly of the centerline of the existing runway as shown on Parcel "A" on said Record of Survey; thence along said parallel line, South 69059'55" West, 1444.93 feet to a point on a curve in the northeasterly line of Parcel "A5" shown as being concave southwesterly, having a radius of 800.00 feet, a central angle 007006' 42", and an arc length of 518.18 feet on said Record of Survey, a radial line to said point bears North 41024' I 0" East; thence along the boundary line of said Parcel "AS" the following courses: (1) Northwesterly 139.34 feet along said curve through a central angle of 09058'47"; (2) thence North 58034'37" West, 46.98 feet; (3) thence North 66015'21" West, 94.25 feet; (4) thence North 81029'50" West, 100.95 feet; (5) thence South 00035'31" East, 282.04 feet to said parallel line; thence along said parallel line, South 69059'55" West, 908. I3 feet to the centerline of Tippecanoe Avenue as shown on said Record of Survey; thence along said centerline, North 00027'11" West, 656.05 feet to the centerline of Mill Street (vacated) as shown on said Record of Survey; thence contiriuing along the centerline of said Tippecanoe Avenue, North 00025'00" West, 41.25 feet to a line that is parallel with and 41.25 feet north of the centerline of said Mill Street; thence along said parallel line, North 89039'04" East, 1296.46 feet to west line of said Area "B-4 "; D"'.........l,..t'., thence along said west line, North 00056'06" West, 437.52 feet to the northwest comer of said Area "B-4"; thence along the north line of said Area "B-4", North 89000'52" East, 1257.97 feet to the POINT OF BEGINNING. The above-described parcel ofland contains approximately 25.74 acres The bearings and distances used in the above description are on the California Coordinate System of 1983, Zone 5. Multiply distances shown by 1.00006844 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. DA VID EVANS AND ASSOCIATES, INe. 4 rr, Date Expires: 09-30-04 D"3Ifta" ^-~.., L~~A~R:__SHE_~A~D __, BLVD I 1"1 IX) . 5 o N Ln 0 ~ O'l O'l W ~ LINE TABLE > LINE DIRECTION DIS T ANCE a::: ...J LI N88 50'08"E 80.00' w Cl u L2 N43.55'23"E 42.02' <t 0::: ~ l3 N89.00'37"E 178.63' (/) <t 0 0- v a::: l.O li'l ~ N li'l Cn o . ...J 0 W 0 Cl 0 Vl q ~ ~ S89. 03'19"W V 52.69' N89. 03'1~.'~W_ ~QZ..12'_ __-::-::-..J ~ 1------------ ~ PARCEL "JWL" li'l O'l R. S . J J 3/ J 5- 22 AREA "B-3" PARCEL "J-2" PER O~R. 2003-0324932 ~ v l.O t: NOTE: BEARINGS AND DISTANCES USED ARE ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 5. MUL TIPL Y DIS T ANCES SHOWN BY 1.00006844 TO OBT AIN GROUND LEVEL DISTANCES. . 5 z w q: l.O li'l BLOCK L}8 ~ PAUL VILLASENOR BL. . o o Vl SBIAA BOUNDARY PER R.S.B. M.B. 113/15-22 ..... ..... ..... ..... ..... "B" IVDA/SBIAA LAND TRANSFER PARCEL 6 _DAVID IEVANS a CI ANDA880CIATlE81NO . D IOO~_~I~300 .....: 'OU'I.'''. EXHIBIT IN THE CITY OF SAN BERNARDINO COUNTY OF SAN BERNARDINO S TATE OF CALIFORNIA r'.300' EXHIBIT" A" Legal Description IVDAlSBIAA Land Transfer Parcel 6 That portion of Block 48 of the Rancho San Bernardino in the City of San Bernardino, County of San Bernardino, State of California per map recorded in Book 7, Page 2 of Maps in the office of the County Recorder of said county, described as follows: BEGINNING at the northerly terminus of that certain course shown has having a bearing of North OJ 009'52" West and a length of 1764.40 feet in the westerly line of that certain parcel identified as Area "B-3" on Record of Survey No. 97-0077 filed in Book 113, pages 15 through 22 of Records of Survey in the office of the County Recorder of said county; thence along the boundary of said Area "B-3" the following courses: (1) North 88050'08" East, 80.00 feet; (2) thence North 43055'23" East, 42.02 feet; thence continuing along said boundary and its easterly prolongation, North 89000'37" East, 178.63 feet; thence South 00056'41" East, 996.05 feet to a line that is parallel with and 70.00 feet northerly of that certain course shown has having a bearing of North 89003' 19" East, and a length of 902.72 feet in the boundary line of Parcel "IWL" on said Record of Survey No. 97-0077; thence along said parallel line, South 89003' 19" West, 52.69 feet to the northerly prolongation of that certain course shown as having a bearing of North 00056'41" West, and a length of 473.56 feet in the boundary line of Parcel "IWL" on said Record of Survey No. 97-0077; thence along said last mentioned certain course and its southerly prolongation, South 00056'41" East, 957.27 feet to a line that is parallel with and 798.00 feet northwesterly of the centerline of the existing runway as shown on Parcel "A" on said Record of Survey 97-0077; thence along said parallel line, South 69059'55" West, 241.12 feet to the southerly prolongation of said westerly line of Area "B-3"; thence along said westerly line and its southerly prolongation, North 01009'52" West, 2001.83 feet to the POINT OF BEGINNING. The above-described parcel ofland contains approximately 11.75 acres Paj,le I of2 The bearings and distances used in the above description are on the California Coordinate System of 1983, Zone 5. Multiply distances shown by 1.00006844 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. DAVID EVANS AND ASSOCIATES, INC. Page 2 of2 ~ HARRY SHEPPARD BLVD ______._________--.--J ') L3 o ~ v Ul r- PARCEL N J -2" PER O.R. 2003-0324932 ~ N Ltl en o . 6 z ~ PAUL VILLASENOR BL. SBIAA BOUNDARY PER R.S.B. M.B. 113/15-22 "DAVID I!VAN8 a ell AJlDA880CIATE8 'NO . D ..."t::...~~1~1OO Phofte:'09.4II.S7S0 AREA "8-3" R. S. I J 3/ J 5- 22 ~ v ~ Ltl NB9.03'19"E 30.00' SOO.58'49"E 260.92' . o o z PARCEL 9 SB9.03'19"W 649.78' o ;==-=-- - ~- NS-9"03'"jg.'W - 902. 72'- - - - =7 I I LINE TABLE : PARCEL LINE DIRECTION "I WLN I LI N8B 50'08"E : L2 N43. 55'23"E I L3 N89.00'37"E : L4 SOO.56'41"E I L5 Na9 03'19"E I I BLOCI< 48 L6 500 56'41"E I RANcHO sAN 8ERNARDINO I JVJ \..\~t I . 8. 7/2 ,,\o~ I S ,,~\c. : ...\c, ~t I , \\\.. \l\\' I ~v I DIST ANCE 80.00' 42.02' 178.63' 261.50' 8.36' 200.00' NOTE: BEARINGS AND DISTANCES USED ARE ON THE CALIFORNIA COORDINATE SYSTEM OF 1983. ZONE 5. MUL TIPL Y DISTANCES SHOWN BY 1.00006844 TO OB T AIN GROUND LEVEL DISTANCES. EXHIBIT IVDA/SBIAA LAND TRANSFER PARCEL 9 "S" IN THE CITY OF SAN BERNARDINO COUNTY OF SAN BERNARDINO S TATE OF CALIFORNIA r'.300' EXIllBIT "A" Legal Description IVDAlSBIAA Land Transfer Parcel 9 That portion of Block 48 of the Rancho San Bernardino in the City of San Bernardino, County of San Bernardino, State of California per map recorded in Book 7, Page 2 of Maps in the office of the County Recorder of said county, described as follows: COMMENCING at the northerly terminus of that certain course shown has having a bearing of North 01009'52" West and a length of 1764.40 feet in the westerly line of that certain parcel identified as Area "B-3" on Record of Survey No. 97-0077 filed in Book 113, pages 15 through 22 of Records of Survey in the office of the County Recorder of said county; thence along the boundary of said Area "B-3" the following courses: (I) North 88050'08" East, 80.00 feet; (2) thence North 43055'23" East, 42.02 feet; thence continuing along said boundary and its easterly prolongation, North 89000'37" East, 178.63 feet; thence course "A", South 00056'41" East, 261.50 feet to the TRUE POINT OF BEGINNING; thence North 89003' 19" East, 258.36 feet; thence South 00058'49" East, 273.63 feet; thence North 89003' 19" East, 30.00 feet; thence South 00058'49" East, 260.92 feet; thence North 89003'19" East, 361.09 feet; thence South 00056' 41" East, 200.00 feet to a line that is parallel with and 70.00 feet northerly of that certain course shown has having a bearing of North 89003' 19" East, and a length of 902.72 feet in the boundary line of Parcel "IWL" on said Record of Survey No. 97-0077; thence along said parallel line, South 89003' 19" West, 649.78 feet to the southerly prolongation of said course "A"; thence northerly along said course "A" and its southerly prolongation, North 00056'41" West, 734.55 feet to the TRUE POINT OF BEGINNING; Page I of2 The above-described parcel ofland contains approximately 6.34 acres The bearings and distances used in the above description are on the California Coordinate System of 1983, Zone 5. Multiply distances shown by 1.00006844 to obtain ground level distances. This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. DAVID EVANS AND ASSOCIA TES, INC. Page 2 of2 Development Agreement No.2 Exhibit E - 58 Acquired Parcels ~ Included rcucd? 5 B> A~ui red Pofc.e-l5 --. ____n.__ ____~__~________ (A}- 02'51'45' l :;9,98 R=1200,7S', ..,J 0=--- 40, /2' 186' 08' 52' J CD- OZ' 51' 45' L "59,99' R= /ZOO, 75' S yJ @--3Z, 7Z' 1(89'00'37,1 CD-- 09'26'22' l=169,81' R=1030.7}' EXHIBIT II, Page I ,,[ J Cl1ds page depicts the description in EXHI HIT ^, PaRes 1-2) ~ --"'-- j r' I I I , { Ii i i -I i +! -t ! i i ! i w1j , >1 I : . c; I- +----,-------"J! w,:i, .', ,Ii I o , " %/'1, " Iii ..c ' I I': ~.... o I! r---------------j!! _, W I I I (/..1 d. I I ' i' , ,):: 0. I. I , -II : 1-" I i I : ,. , " ' I, i ,I : ,. I i rr---------------J ~ I' I a:: II i 0 :/ " I ~ ' !! 1 0 / ;' i 0 i i i i i i : i i ii i SCALE I' =L100' ! i S 208.69' ,'" ! ~19' 34' 15' I i _--- ,---- r\l~; I ()C)/3-!) I 48.71 ,NB9' 00' 3 7' E J , I I , I jet: ,0 !.c I(t) ,0 Ia: I.... ,W 10 I I ---~ ~~ -~ ~--~--- roo, POINl OF nrCINNINC ~oc I 1'0 I ~JI 0, COf..lf.iUII: I W; 8EARING ANI) OISfAilCES uSED tfj THE ABOVE PL II r AR[ ou filE" CAL I FOON I A. COCiH1INATf SYSTEu. lONE 5 (~jAD-E1)1 LlJLT1PLY DISTANCE 51!O'HN 0)' 1.0000t84 TO OBTAIN r.nOUtm U:V[l DISfAI-jCES. ,\REA' 5.091, i)'12 SO 1'1 70, % AC Hernandez, Kroone & AHHoc!atcR, Con,sulling rlviIEn<]ine'.;fc, 8, ['Ifl,j ';'Jf'ip.ynr', 7 J/~ Los t [jl nk'~ 1)/ :',' I~ (.;qn n,~r III:! ,11'\1' ('.\ I)'.' i '"j:'; ~.,---- --- -- ~---,-- --~r()'ii;;rR----'M MID V ;\Ui~ Y Inc., [)1\/~-U)F)W::Nr I\CIGICY I Df ,~(r"",r;;i,j----f_) ,L\ld I I I >' I --- r '- ._-~.---:--_._- ! PN\(f:L uo I f1 Af;; CT I I ') I OAT[ II I)) :' I) (\:' ': I I CHESTER MARCELL PROPERTY - 205 SOUTH FRANK BLAND DRIVE APN: 0136-341-28-0-000 THAT PORTION OF BLOCK 48 OF RANCHO SAN BERNARDINO AS PER MAP RECORDED IN BOOK 7 OF MAPS, PAGE 2, RECORDS OF SAID COUNTY, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS; COMMENCING AT THE INTERSECTION OF THE CENTERLlNES OF OTTO GERICKE DRIVE AND HARRY SHEPPARD BOULEVARD, AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 109, PAGES 3 AND 4, OF RECORDS OF SURVEY IN SAID OFFICE OF COUNTY RECORDER; THENCE NORTH 890 00' 37" EAST ALONG SAID CENTERLINE OF HARRY SHEPPARD BOULEVARD, 368.06 FEET; THENCE SOUTH 000 59' 23" EAST, 40.00 FEET TO THE SOUTHERLY RIGHT-OF-WAY OF HARRY SHEPPARD BOULEVARD, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 58' 49" EAST, 563.07 FEET; THENCE NORTH 890 24' 21" EAST, 342.30 FEET; THENCE NORTH 010 04' 03" WEST, 565.44 FEET, TO THE SOUTHERLY RIGHT-OF-WAY OF HARRY SHEPPARD BOULEVARD; THENCE SOUTH 890 00' 37" WEST, ALONG SAID RIGHT-OF-WAY, 341.44 FEET, TO THE POINT OF BEGINNING. SAID LAND IS DESCRIBED PURSUANT TO CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 2001-005, RECORDED JUNE 7, 2001 AS INSTRUMENT NO. 01-220978 OFFICIAL RECORDS. APN: 0136-341-28-0-000 RAEDEKER - 354 SOUTH OTTO GERICKE DRIVE APN: 0136-341-26-0-000 THE LAND SHOWN ON CERTIFICATE OF COMPLIANCE/LOT LINE ADJUSTMENT NO. 2001- 004 RECORDED JUNE 7, 2001 AS INSTRUMENT NO. 20010220977 OF OFFICIAL RECORDS, BEING MORE PARTICULAR DESCRIBED IN THE DOCUMENT AS FOLLOWS: IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A PORTION OF BLOCK 48 OF THE RANCHO SAN BERNARDINO, AS PER MAP RECORDED IN BOOK 7 OF MAPS, AT PAGE 2, RECORDS OF SAID COUNTY, TOGETHER WITH PORTIONS OF VACATED STREETS AND ALLEYS LYING WITHIN AND ADJACENT TO SAID BLOCKS, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLlNES OF TIPPECANOE AVENUE AND MILL STREET; THENCE, NORTH 89'39'04" EAST, ALONG SAID CENTERLINE OF MILL STREET, 541.14 FEET, TO THE CENTERLINE OF MEMORIAL DRIVE; THENCE, NORTH 00059'10" WEST, ALONG SAID CENTERLINE OF MEMORIAL DRIVE, 426.36 FEET, TO THE CENTERLINE OF PAUL VILLASENOR BOULEVARD (PROPOSED STREET); THENCE, NORTH 89000'52" EAST, ALONG SAID CENTERLINE OF PAUL VILLASENOR BOULEVARD (PROPOSED STREET), 299.00 FEET; THENCE, AT RIGHT ANGLES TO SAID CENTERLINE, NORTH 00059'08" WEST, 44.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE, NORTH 00059'10" WEST, 689.75 FEET; THENCE, NORTH 89002'13" EAST, 351.07 FEET; THENCE, SOUTH 00059'17" EAST, 689.61 FEET, TO THE NORTHERLY LINE OF PAUL VILLASENOR BOULEVARD (PROPOSED STREET); THENCE, SOUTH 89000'52" WEST, ALONG SAID NORTHERLY LINE, 351.09 FEET, TO THE POINT OF BEGINNING. SMART START - 245 SOUTH TIPPECANOE APN: 0136-341-33-0-000 IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A PORTION OF BLOCK 48, RANCHO SAN BERNARDINO, AS PER MAP RECORDED IN BOOK 7, PAGE 2, RECORDS OF SAID COUNTY. TOGETHER WITH PORTIONS OF VACATED STREETS AND ALLEYS LYING WITHIN AND ADJACENT TO SAID BLOCK DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF TIPPECANOE AVENUE AND MILL STREET, AS PER RECORD OF SURVEY, RECORDED IN BOOK 100, PAGES 76 THROUGH 81, RECORDS OF SAID COUNTY; THENCE ALONG SAID TIPPECANOE AVENUE CENTERLINE, NORTH 00025'01" WEST, 1,808.90 FEET; THENCE PERPENDICULAR TO SAID CENTERLINE, NORTH 89034'59" EAST, 86.14 FEET TO A LINE PARALLEL TO AND 80.00 FEET EASTERLY OF SAID CENTERLINE, SAID LINE BEING THE PROPOSED EASTERLY RIGHT-OF-WAY LINE OF SAID TIPPECANOE A VENUE, AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID PROPOSED EASTERLY RIGHT-OF-WAY LINE, NORTH 00025'01" WEST, 304.06 FEET; THENCE LEAVING SAID PROPOSED RIGHT-OF- WAY LINE, NORTH 39003'37" EAST, 3 I .60 FEET, TO A LINE PARALLEL AND 40.00 FEET SOUTHERLY OF THE CENTERLINE OF HARRY SHEPPARD BOULEVARD AS PER RECORD OF SURVEY 97-0081, RECORDED IN BOOK 109, PAGE 6 AND 7, RECORDS OF SAID COUNTY, SAID LINE BEING THE PROPOSED SOUTHERLY RIGHT-OF-WAY LINE Of SAID HARRY SHEPPARD BOULEVARD; THENCE ALONG SAID PROPOSED SOUTHERLY RIGHT-OF-WAY LINE, NORTH 79034'15" EAST, 348.23 FEET; THENCE LEAVING SAID PROPOSED RIGHT-OF-WAY LINE, SOUTH 50042'27" EAST, 34.26 FEET; THENCE SOUTH 00059'10" EAST, 363.18 FEET; THENCE SOUTH 89000'29" WEST, 393.00 fEET TO SAID PROPOSED EASTERLY RIGHT-Of-WAY LINE OF TIPPECANOE AVENUE AND THE POINT Of BEGINNING. BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE GRID, BASED ON THE CALIFORNIA COORDINATE SYSTEM, ZONE 5 (NAD-83). DIVIDE DISTANCES SHOWN BY 0.99993 I 57 TO OBTAIN GROUND LEVEL DISTANCES. Development Agreement No.2 Exhibit F - Vested Provisions EXHIBIT F VESTED PROVISIONS The following portions and provisions of the Specific Plan are the Vested Provisions: (a) Chapter IV, Paragraph D, entitled "Land Use", on pages IV-4 through IV-6 (including Land Use Districts Map, Exhibit IV-2, at page IV-5 and Land Use Summary Table IV -I at page IV -6). (b) Chapter V, Paragraph F, entitled "Land Use Districts", on page V-9 and pages V-II through V-25 (including the Suggested and Permitted Use Table V-2 at page V-22 and the Trade Park District Table V-3 at page 24-25). (c) Chapter V, Subparagraph G.I, entitled "General Standards", on pages V-26 and V-27 (including the Development Standards Table V-4 at page V-27). (d) City Resolution No. 2004-324, approved by the City on October 7, 2004. Copies of the above-referenced vested provisions of the Specific Plan are attached as part of this Exhibit F, which vested provisions are current as of the date of the last amendment to the Specific Plan dated October 17,2005. Development Agreement between City and Developer No.2 CISS vI2.DOC Exhibit E I EXHIBIT F, Item (a) I LAND USE Chapter IV, Paragraph D PAGES: IV -4 through IV-6 EXHIBITS: Land Use Districts Map Exhibit IV-2 found on page IV-5 TABLES: Land Use Summary Table IV-l found on page IV-6 C.6 A 4.9-acre parcel between Tippecanoe Avenue and Memorial Drive w&as heeR transferred to the U.S. Forest Service (USFS). However, federal legislation is e!:lrrentlv eendinghas been enacted by Congress to orovide for the transfer of this site baelE-to the IVDA &REkol!:Cther with the USPS moving to another location outside the Soecific Plan boundaries for t-he purpose sf iavel'/ing tAe USFS, the Califerflia DepaFtffieRt af Fsrestry anElFire Prateatiaa, the Ge...emer's Offies sfElBsrgefle)' Ser\'iees and ailier ageaeies iR ajaiat !:Ise pragram referred ta as FlRESCOPB. TRis !:ISS is eBRsisteRt '::ith the Ofiiee E1esigaatien shewR en tksSllseif.ie Plan. e.7 A IS.64i'12wacre parcel along Perimeter Road j&as currently in the process of beleng transferred to the San Manuel Indian Tribe as Public Benefit land and an additional parcel ofaol,)roximatelY 30 acres was transferred from the Air Force to the IVDA and then to the San Manuel Indian Tribe as Dart of the HOC. Another 2.26-acre Darcel north of Harty She.ppard Boulevard and west of Del Rosa Drive is also pendinll transfer to the San Manuel Indian Tribe. The use of these parcels shall be restricted to the types of uses described above and as stipulated in the Department of Defense (DOD) Record of Decision (ROD). Use of any existing structures shall be consistent with the General Standards specified in Chapter V, Section 19.30.030 of this Specific Plan. Copies of the Records of Decision are provided in Appendix A. A detailed survey of the boundaries of these parcels has been prepared and is on file with the IVDA and the City of San Bernardino Planning Department. D. LAND USE The land use element of the Specific Plan is intended to build upon the land use patterns previously established and facilitate the orderly transition of the site to non-military use, accommodating new construction when appropriate and utilizing existing building types and related uses as long as possible in a compatible manner. I The overall project site has been identified with fi.ye....~distinct land use districts... including . research and development, trade park, memes, industrial, and rSRalie" Biles. 3I'aee. Each land use district responds to a unique set of needs, opportunities and constraints offered by the existing setting and conditions. The land use districts represent broad policy groupings of common land uses combined with several unique aspects that require a focus at a more detailed scale. Thus; the discussion of each district includes a block by block set of land use planning guidelines that will serve as the basis for the land use controls and opportunities. .. These land use districts are illustrated in Exhibit IV -2 and summarized in Land Use Table IV-I. As shown, the$pecific Plan.proposes an ultimate buildout of~ 1~8-l- million square feet of building floor area. !Ibis represents an increase of approximately ~ million square feet over the previous e1tisting building floor area in this section of the Base. The land use districts are further defined in Chapter V. IV-4 .aAV N1Vd 3 ... -:!II " 0iiiiiiiiiiiiiI 0') o z Q Z ~ c.J ~ .... ,....:j z "" ! E-< :::g :3 U < ~ ........ z c P::: E-< .!<l " E-<8a~~ (f) 0::. ~ ., ~ ........E-<"'92 Qf!.3;J~2: ~Q ~ (f) ~ ~ '" '" Q z< ~"" ,....:j:;j ......--.. ~ i=Ll lJJ f--l +-l ts- U Z ~ .,....., i=Ll :::: H '0 +-l U .cp lJJ .,....., ~ i=Ll Q) ~ lJJ ~ ~ ~ '"'dO~ ~Z~ C\l j25~ I I ~Z ~~O :> (1jZ~ o:~~ i--I ~~ ~ u ~Z i--I .,....., r.u '-H ~ .,....., i=Ll i--I ~ ~Zf--i >< o.~Z ~ lf17J)1--I TABLE IV-I SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN LAND USE SUMMARY District District Name Number FAR Acreage Bldg. S.F. Research &. Development 1 0.51 109.6 2,225,916 Trade Park 3 0.5 152.8 3,327,984 Q!ftee 4 M -l9.+ llS,998 Industrial Sa 0.5 lli..2&U . 3.373.2861,861,368 5b 0.25 ~ 1.262.0421,!17,169 5c 0.5 12.6 274,428 Sd 0.5 ~ 1,-Hl8~ 5~ 0.5 29.2 635,976 Subtotal: 1W~ 6.626.020 f,191,8li7 Ree-aBR OileR SJlllee It 9 ~ 9 TOTAL 6M~2 12.179.92011,199,7 # 1 The FAR of 0.5 does not apply to the 7.4 acre parcel deeded to the City for recreation purposes. 2 Excludes arterial streets. E. CIRCULATION When Norton Air Force Base was operational, public vehicular access through the facility was . restricted for security purposes. Major thoroughfares leading up to the facility, such as Tippecanoe Avenue, Del Rosa Drive and Mill Street were precluded from providing a greater role in facilitating area-wide and regional circulation. After military security was no longer required, these roadways were opened up, and now form the foundation for the future circulation network. This system will compliment the proposed land uses and link the site to the surrounding roadway network. The IVDA has completed construction of major improvements to the following roads:.Tippecanoe Avenue between Mill Street and Third ~tHa~. Sheppard B0alevard; Harry Sheppard Boulevard between Tippecanoe Avenue and Leland Norton Way; Mill Street from Lena Road to Tiopecanoe Avenue. Third Street from Tiooecanoe Avenue to Del Rosa Drive. and Del Rosa Drive between Third Street and Harry Sheppard Boulevard., These streets will serve as the primary backbone circulation system for the Specific Plan area, while simultaneously linking the site to the existing external circulation network. Additionally, recommendations have been included in the plan for upgrading the regional circulation network to meet projected needs. It is aatieipateEl dlat Mill Street impF0velftl!Bts iFem IV-6 I EXHIBIT F, Item (b) LAND USE DISTRICTS Chapter V, Paragraph F PAGES: Page V-9 Pages V-ll through V-25 TABLES: Suggested and Permitted Use Table V-2 found on page V-22 Trade Park District Table V-3 found on page 24-25 I New traffic signals have been installed at the intersections of Tippecanoe Avenue and Harry Sheppard Boulevard, Del Rosa Drive and Harry Sheppard Boulevard, Tippecanoe and Palm Meadows Drive and Lena Road and Mill Street, again as part of the scheduled road improvements being installed with the first phase infrastructure improvements. A traffic signal is also planned at Third Street and Leland Norton Way as part of the access improvements planned by the San Bernardino International Airport. Lastly, a new traffic signal will be required at the intersection of Third Street and Central Avenue (in the City of Highland) at such time as new development activity provides sufficient additional traffic to warrant that improvement. F. LAND USE DISTRICTS F.I The purpose of each Land Use District is defined as follows: F.l.l District I - Research and Develooment lR&Dl Located between Harry Sheppard Boulevard on the south, Third Street on the north, Tippecanoe Avenue on the west, and Del Rosa Drive on the east (see Exhibit V -4), Research and Development (District 1) is intended to accommodate a wide variety of research and development related uses including manufacnrring, light industrial, neighborhood commercial, laboratories, office professional use, vocational training and educational facilities, institutional, and recreational open space. The intent is to combine these land uses and implement them under a "campus" concept, which ties these uses together with broad landscaped and well lighted pedestrian walkways. The extent to which raw materials will be manufactured will be limited to that necessary to adequately test and analyze new products. The scale and intensity ofthesc uses may allow for the interim use of existing building stock. Research and development facilities may include the manufacturing, assembly and testing of products which are characterized as clean and generate non-hazardous byproducts. Neighborhood commercial uses may include a food court, retail stores, neighborhood services, and restaurants. Desired office uses would include a brolldrange of supporting uses in a well landscaped setting. Potential uses include medical offices and clinics, corporate offices, goverpmental and institutional uses, administrative and professional offices, daycare facilities, fmancial services and supporting commercial. . Site design should consider existing uses within the research and development district (see ExhiPit V-4). These existing uses include the Lorna Linda University Medical Clinic on Third Street& west sf Otte Geriel(e DrF/e which serves a medical clinic to the local area population. Additionally, the San Bernardino Community College District facility located on the west side of Del Rosa Drive north of Harry Sheppard Boulevard should encourage the establishment of business incubator uses that would benefit from the existing educational V-9 cc Exhibit V -4 Research & Development (R&D) Land Use District 1 , @ @ 1 NO SCALE LOCATION: THE RESEARCH AND DEVELOPMENT DISTRICT IS BOUNDED ON THE WEST BY TIPPECANOE AVENUE, ON THE NORTH BY THIRD STREET, ON THE EAST BY DEL ROSA DRIVE AND ON THE SOUTH BY HARRY SHEPPARD BOULEVARD. facilities. The existing City of San Bernardino Recreation Park facilities located at the northwest comer ofRjalto Avenue and Del Rosa Drive should encourage a commercial health club or similar facility. The vocational and educational uses may range from a potential special attendance high school for technical and research training to Community College District facilities for post- high school education and training. AJI of these facilities will be oriented to research and development activities associated with technical park facilities and activities. As a matter of policy, the specific plan does not propose the retention of residential housing units. The existing officers housing along Tippecanoe Avenue will need to be removed prior to development in this area. Parkway landscaping along Tippecanoe Avenue shall be designed to enhance the sites attractiveness and lessen the visual impact of adjacent parking areas. Condition should be given to locating building mass to buffer potential airport noise from the site users. Access points will be determined as part of the City's development review process and should consider existing traffic patterns outside the specific plan area, coordination with office and industrial uses to the south and tourist commercial and airport uses to the east. F.l.2 District 2 - Tourist Commercial (TC) Generally located at the southeast comer of Third Street and Del Rose Avenue (see Exhibit V-5), Tourist Commercial District 2 is intended to include tourist commercial uses to capitalize upon the site's proximity to the Airport. The type of uses desired for the site include high quality restaurants, hotel, visitor serving and specialty retail, offices, airport- related commeroial/office support facilities, meeting and conference facilities. Site design considerations include allowing primary access from Del Rosa Drive at a location consistent with access to the Research and Development District 1 to the west. The massing ofbuildings should occur along the southerly and easterly property lines to allow for the creation of an internal site focus and visual orientation away from the airport. This will also be beneficial by using the building mass to buffer potential airport noise from site users. The combined attributes ofthe Tourist Commercial District 2 location and allowed uses provide the opportunity to establish individual/freestanding uses such as restaurants at the northwest and northeast comers of the site. Parking areas will be located within the center of the site and be screened from adjacent streets with parkway landscaping. F.1.3': District 3'~ Trade Park (TP) Generally located between Lena Road on the west, a drainage channel. known as Timber Creek on the north, Tippecanoe Avenue on the east, and Mill Street on the south (see Exhibit V -6), this unique district is intended to provide the image of a self-contained "World Trade V-12 Exhibit V-5 Tourist Commercial (TC) Land Use District' 2 LOCATION: THE TOURIST COMMERCIAL DISTRICT 2 IS BOUNDED ON THE WEST BY DEL ROSA DRIVE. ON THE NORTH BY THIRD STREET AND ON THE EAST BY LELAND NORTON WAY. .;-, Exhibit V-6 Trade Park . (TP) Land Use District 3 LOCATION: THE TRADE PARK DISTRICT 3 IS GENERALLY BOUNDED BY LENA ROAD ON THE WEST, TIMBER CREEK DRAINAGE CHANNEL ON THE NORTH, TIPPECANOE AVENUE ON THE EAST, AND MILL STREET ON THE SOUTH. F.l.4 Dlstriet 4 Omes (0) Leaated between TipJ!leaanee :\VBnl:le eft the ':;est, Haff'}' SheJ!lJ!laM Bealevara ea the aerth, MeRleri81 Drive eft tlte east, liftS Mill Swat eft tlte saa~ (see Eldtiek V 7), Omee Distriet 1 is proposed to aeeommodate a eroad Fange af omee aRa sl:Ippertiag eommeraiall:lses iR a ';yell laR6seaped setting. Desiree HseS iRGhll:le meeieal emaes aRS eHales. aeFperate amaes. &ElRliaiswH'Ie aRS prefessisnal amaas. eay safe faeilities. HR8neial serviees aRlt Sl:IppeFtiftg sammereia!. Site design issaes iaahule IHRitiag vehiel:llar aeeess fa Tippeeanae .~.'/eal:le at a tetal eUntr eaky Elrhes. Right tums ealy in aRd em efthe 9Fe8 aleag Tiflflee8:Ree h/eRHe are aeeessary tEl ffiaintaiR aEleElHate vehieHlar ffie'lemeRt. Vehieular assess paiats alaRg Maffia"al Drjl.'a '.vill alse he eeerEliRatea with Dismst S. The massiag ef haildiRgs 'J/iII eaeyr primarily aJeRg TippeeaRee f.?'/esye with the parldRg areas &Eljaeeat 10 Memerial ImYe: F.l.5 District 5 - IndustriallINDl Located in three-fiR.distinct subareas (see Exhibit V-8). Industrial District 5 is intended to accommodate a variety of industrial uses ofvarying scale and intensity. taking advantage in two of these locations of the previous land use and building occupancy patterns established during operation of the Base including the availability of large buildings. aviation related activities. and compatibility with adjacent uses. It is expected that initial site tenants will utilize existing buildings to the extent feasible. In all cases, any manufacturing. assembly or similar activities must occur within an enclosed building. Industrial Subarea Sa. generally located east of eetwilea l.femerial Drive aREI LelaREl l-IeFtaB W-ay TiDoecanoe Avenue and south ofHarrv Sheooard Drive (see Exhibit V-8). Subarea Sa is proposed to include industrial uses, including manufacturing. assembly. ware- housing and distribution facilities. Site design issues include the creation ofvebicular access points at generally equal intervals around the perimeter of the area. The location of these access points will be based upon the location of adjoining access points and driveways between existing industrial buildings. This access feature relates directly to the massing of future buildings in an alignment similar to the existing building arrangement. By locating buildings in this manner the existing parking areas and mature trees can be retained. Vehicular access points -should be generally evenly distributed, rather than grouped. Two access points1ll'C proposed along MemeFial Drive. Harry Sheppard Boulevard and three ~ Del ReBa Dri'/e. ORe access points at Tiooecanoe Avenue. weIdEl he allaweEl at the eKteR8ieR efMjll Street. The area adjacent to Harry Sheppard Boulevard and Memarial DriveTippecanoe Avenue "shall be subject to increased setbacks and landscape screening to ensure compatibility with adjac!mt land uses. It is expected that the existing on-site structures will be utilized on an 4tterlIn basis subject to improvements to satisfy public health and safety standards. The transition over time to new construction will be dependent on user needs and requirements. V-IS Exhibit V-7 Office (0) Land Use District 4 LOCATION: THE OFFICE DISTRICT 4 IS LOCATED BETWEEN TIPPECANOE AVENUE ON THE WEST. HARRY SHEPPARD BOULEVARD ON THE NORTH. MEMORIAL DRIVE ON THE EAST AND MILL STREET ON THE SOUTH. Exhibit V-B Industrial (IND) Land Use District 5 Subareas 5a, 5b, 5c LOCATION: THE INDUSTRIAL DISTRICT 5 IS DISTRIBUTED INTO FOUR SUBAREAS. INCLUDING 1) SUBAREA 5a, BOUNDED ON THE WEST BY MEMORIAL DRIVE. ON THE NORTH BY HARRY SHEPPARD BOULEVARD. ON THE EAST BY THE SOUTHERLY EXTENSION OF DEL ROSA DRIVE, AND ON THE SOUTH BY THE EASTERLY EXTENSION OF MILL STREET AND THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY; 2) SUBAREA 5b, AN IRREGULARLY SHAPED AREA BOUNDED ON THE NORTH. BY THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY AND ON THE SOUTH BY PALM MEADOWS DRIVE AND A UNE ROUGHLY PARALLEUNG THE SANTA ANA RIVER; AND 3) SUBAREA 5c. BOUNDED BY THIRD STREET ON THE NORTH. AND BY SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY ON THE REMAINING SIDES. Industrial Subarea 56 (see Exhibit V -8) is proposed to provide for golf course and future industrial uses. The existing golf course will be maintained until the demand for industrial land iustifies its develooment.eueeeds that a'fllila:ele iR tae ealanee aftae 8fleeifie PIEHl. Site design considerations include coordinating access points along Palm Meadows Drive with Subarea 5c as part of the City's development review process. At such time as this area is to be converted from golf course to industrial development, an overall site plan shall be prepared and approved by the City. It skealEl ee aesigaed sa that a flameR eftlie galE eEllifSe eBB l'E!maiR, passiely aB a HiRe hale eeUfSe, ser.<iBg the initial develeflRlel1t phase. k is antieipatea that 1IHs S:Fea ',\;11 be the 1ll5t te be develeped. Industrial Subarea 5c (see Exhibit V-g) is located south of Palm Meadows Drive and is proposed for future industrial uses. Site desilm considerations include coordinatinl! access points alonl! Palm Meadows Drive with Subarea Sb to the north. as cart of the Citv's develomnent review orocess. Land uses and development tvDes in this subarea shall be similar to what is develooed in Subarea Sb. Industrial Subarea 5dfJ (see Exhibit V -8) is proposed to include industrial related facilities. The uses for this subarea are proposed to be large industrial operations, such as manu- facturing, assembly and distribution activities, in addition to aircraft sales and service, and "through-the-fence operations." A "through the fence operation" m~ that an aviation related or dependent industrial use backs up to and has direct access to airport operations inside the fenced airport boundary. This allows planes to come directly to the facility to offload or take on cargo, avoiding unnecessary extra handling and ~lcing. Existing paved parking areas may be maintained as large contiguous shared parking areas. Site design issues include the creation of primary access points along Third Street at Victoria Avenue and Central Avenue. The existing perimeter road that serves airport users within the airport ownership and that enters the area from the west and extends east to Victoria Avenue shall be maintained. Future site development planning may extend this perimeter roadway through the area if deemed desirable for enhanced circUlation and access depending on ownership and site design. An optional circUlation pattern coUld extend the road east/west along the southerly boundary linking Victoria Avenue with Central A veiiue. However, this woUld impact pOtential through-the-fence operations by placing a public street between on- site users and the airport. This woUld result in preventing direct access to the airport cargo freight operations that might otherwise have been available for potential industrial users. .- Seteaek BBIl laaaseapiag requiremeets shall be eOl'lBisteat v.'itl1 that feElaired OR the airpert ~reJle,RY lldjaeeftt ~.the west. Industrial Subarea 5!R (see Exhibit V -8) Generally located at the southeast comer of Del Rosa Avenue and 3 rei Street is proposed to include industrial uses including manufacturing, assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. V-iS assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. Site design includes primary access off3rd Street at Leland Norton Drive and off Del Rosa Avenue. Access points will be determined as part ofthe city's development review process and should consider existing adjoining access points and driveways, and coordinate with Trade Park (TP) uses to the west and airport uses to the south and east. Y.!.' Distriet' Reerestieft OBeft SBllee (ROB) ResFeatieft OfJeR Spase DimAst Ii iftehlElss an &Fea withiR tae slear tSaRS eft the wes.t eat'f ef the ai~aFt ruWI18:)' (see EJfhibit V 9). This IlfeS rel'reseRts a sigflifieant permBReat epea spaee Fetefttiea ...:itltiR the ,Fejeet. Mast afthis area will eaRtiRue te be IlseEl. as reereaaeR e,eR spaee fer galf e811FSe pll~a8es. Uses withiR dtis area will lie Iimitet'f te IeneseBfleEl eJlen spase, galf e8HFSe, aREI temperaI')' IIses sllhjeet fa the TeMperer)' Uee PefRtit Jll'&';isieas eitlie Develepmeftt Cede. .\11 Hses prepesed 'llithia the Clear ZeRe shall ealBl'b' with the reE)HiFeMeRts efFA.o\. regulatieRs, f..'\.R PaR 77. F.2 Specific Plan Land Use District Map The International Trade Center Specific Plan Land Use District Map defines the geographic location of each of the land use districts as described in Sections F .1.1 through F .1.i' above. The Specific Plan Land Use District Map is hereby incorporated as Exhibit V-I O. F.3 Permitted Uses The uses listed in Table~ V -2 and V -3 shall be allowed within the designated land use district subject to the City of San Bernardino Development Permit procedure pursuant to Chapter 19.44 of the Development Code unless otherwise noted. .,.,., V-19 Exhibil V-9 Recreation Open Space (ROS) Land Use Districl6 LOCATION: RECREATION OPEN SPACE DISTRICT 6 IS LOCATED OFF THE SOUTHWESTERLY END OF THE AIRPORT RUNWAY. .,., ":MY PrIVd Cl Z ~ o ~ ......:l ~ Z-4.iiiii::::iI:~ o " r:.:l ~:::s u< ......z ~E-< ~8 UJO=: ...... E-< Cl~ ~Q ~ UJ ~ ; ~ '" ~ ~ ~ I ~ ~ ~ '" "' " . ~ N ~ if) b ~ ~ U Z .,...., ~ H I.cp ~ U . I rJJ .,...., Q ~ Q) Q r.n <C :=> ~ "dOb ~Z~ j25~ 0 I ~Z ...--i ~<CO I (1jZ~ >- o::~~ E--t U~Z I---l ~~~ ~ .,...., ~ I---l ::c ~Z~ X p., <C Z ~ '(f)cn~ TABLE V-l SUGGESTED AND PERMITTED USE District Suggested Uses Permitted Uses Research and Research and development, light As listed in the OIP (Office Industrial Development (I) manufacturinglindustrial, laboratories, Park) District, Section 19.08.020 of the related office uses. Development Code except that no residential uaes shall be allowed. Food court, retail stores, neighborhood As listed in the CN District, Section commercial services, restaurant, 19.06.020 of the Development Code except automobile service station. as follows: (a) no residential uses shall be pennitted. (b) convenience stores will be permitted as an ancillary use to an automobile service slation subject to a Conditional Use Permit (CUP). Medical offices and clinic, corporate and As listed in the CO (Commercial Office) professional offices, day care facility. District, Section 19.06.020 of the Development Code except as follows: (a) No residential uaes shall be allowed including Residential Care and Senior Congregate Care Facilities. Health club, recreational commercial uses, As listed In the PeR (Public:lCommercial indoor and outdoor, public and private. Recreation) District, Section 19.10.010 (2) Alternate uses are educational facilities, (A) of the Development Code. such as a technical school. Trade Park (3) Trade Park with conference and See Table V-3 convention facilities, hotel, offices, restaurants, wholesale businesses, warehouse and light Industrial uses including some assembly. ORiee (i) Medieal eRiees Md eliRie, seppeNte aftd A5 listed 1ft the CO (C9II\Ifttll'elal Qms~) prefessieftal eRiees, 1Ia}' eare feeill~. Dislriel, EaMieR 19.96.Q;!Q eHlle De"elel'fReAt Cede ene..l BS felle'.vs; (a) ~le reshleatial \1888 9hall he alle yo eEl iftehllling ResideRtlel. C_ aR4 aeaier - Ceftgregete CePe Faeilides. Industrial (5) Large induatrial related operations As listed in the CO (Commercial Office) including manufacturing, assembly, district. Section 19.06.020 of the distribution, aircraft sales and service and DeveloDment Code. and in the DIP (Office airport related uses. Allemate lI,!Ies are Industrial Park) District. Section 19.08.Q20 comoratc and professional offices BOd business of the Development Code. except that no < ' um....Oolf Course will remain as an residential uses shall be allowed lncludinl[ ., int~m use. Residential Care and Senior Congrellllte Care Facilities. A!&..Ais listed in the IL (Limited Industrial) District, Section 19.08.020 of the Develooment Code, exccot as follows: V-22 District Suggested Uses Permitted Uses (a) Aircraft sales and service shall be an additional use permitted subject to a Development Pennlt. (b) Processing facilities (recycling) shall be subject to a conditional use pennit (CUP). ReeFllali9ft OpeA 1l1ftSS98pell 9peR 9paee, galr eellFSe, R9 As Iislell ift the PCR (PlilllieICemmereilll Spaee (6) Wttetlil'&l ill'lflfB'/emeAts permittee ~,eept ReereatieR) Distriet, Seed9R 19.19.919 (2) as Il't~' lie apIlI'El\'ell thl'9Hgll II T-em1'9 rery (ft.) efthe ge/elepR18ftt Ceele tUssfJt that Use Pel'fllit. Any tffJe pf8p9seElahaII I'el'lftillellllses shall Be lill'titeEI te: eeFRply \yitl. the N~iP8R1eRt5 sJ'eeif.ieel hj' Ea~ e,en spa8e Ff.R PaR 77 ift the Blear ilaFle arell. (II} f1IlBlialjlrh'ate galf ealf1'Se (e) StillY 8Hek liS. that the Dirseter RIa)' fiRE! similar with thase Ilses Iistellllbave. I'HPSIlIIIlt te SeetieR 19.92.979 (3) All Districts (I.~) Temporary uses of existing structures or No pennitted uses. All uses are subject to facilities for their original Intended use a temporary use pennit to be reviewed and under the Air Force jurisdiction. S!IBRllllel approved by the City of San Bernardino. The lIaFNeks may Ile Hsed fer VlIFIsitiaRIII MHSi"l te 8l:1ppePt: Biker &elk hies eselB'fiRg ,.(tAlllthe Speelfie PIIlR erea 6r Ail1'8rt, s~eh as fi.. ere:ls StagiRg te ISlR8at \-Jilt1iire& iR SYpfJ8Ft eftfte U.8. Fe.e9t 8Br\"iee. ,,"; V-23 TABLE V.3 TRADE PARK DISTRICT The following list represents those prim8l)' uses in the Trade Park District which are permitted subject to a Development Permit (0) or Temporary Use Permit (T): Land Use Activity Development Review Process A. All offices. including Administrative and Professional Offices D B. Automotive Related Uses I. - Service station D 2. Vehicle leasing/rental D C. LodglngIMlxed Use Facilities 1. Hotels 0 D. EatlngIDrlnklng Establishments 1. Lounge w/on-sale alcoholic beverages 0 2. Restaurants, no drive-thrus D E. Entertalnment/Recreation I. Auditorium, convention halls. theaters 0 2. Miscellaneous indoor 0 . F. Financial services 0 O. Left blank H. Personal service 1. Barberlbeauty/nall shops 0 2. DanceJkarate studios 0 3. Dry cleaners 0 4. Health/athletic club 0 S. Laundromats 0 I. Retail Commercial I. Bookstores 0 2. Drug stores 0 3. Flower/gift shops 0 4. 0encraI merchandise D S. Indoor retaJllWholesale malls 0 - -. 6. Office supplies/equipment 0 7. Specialty food stores 0 J. Service Commercial I. Catering establishment D 2. Cleaning/janltorial 0 .., 3. Copy centers/postal service centerslblueprinting 0 4. Laboratories 0 s.-,-, Miscellaneolls repair/services (indoors) 0 , 6. Recycling facilities (reverse vending) D 7. Travel agencies . 0 K. Industrial Uses I. Assemblinl!. cleanin!!. manufacturing, processinll. 0 V-24 Land Use Activity Development Review Process K. Industrial Uses 1. Assembling, cleaning, manufacturing, processing, D repairing or testing of products including automotive related (except dismantling) and welding and excluding . explosives, conducted entirely within an enclosed I structure except for screened outdoor storage areas. 2. Crematory D 3. Dwelling for security guard or caretaker D 4. Funeral parlors/mortuaries D 5. Recycling facilities (light processing available for onsite D users only. Must be wholly enclosed within a building.) 6. Research and development D 7. Towing service D 8. Tr.unsportationldisuibution D 9. Warehousing and wholesaling, including self-service D mini-storage. L. Others 1. Antennae/Satellite dish D 2. Cable companies D 3. ClubsILodgeIMeeting halls D 4. Day care facilities D 5. Educational services D 6. Fences/walls D 7. Heliports/Helipads D 8. Libraries D 9. Museums D 10. Outdoor recreation D II. Parking lots D 12. Parking structures D 13.. Policelfire protection D 14. Public utility uses D 15. Radio/television broadcasting D 16. Temporary uses T 17. TradelTech schools D 18. Accessory structures (typicallv appurtenant) D Other similar uses which the Director finds to fit within the purpose/intent of the zone disuict, in compliance with Section 19.02.070(3). .;"; V-25 I Exhibit F, Item (c) I GENERAL STANDARDS Chapter V, Subparagraph G.t PAGES: Pages V-26 and V-27 TABLE: Development Standards Table V-4 found on page V-27 G. DEVELOPMENT STANDARDS G.t General Standards Development standards shall be consistent with the standards contained in the following Table V-4. G.2 Land Use Specific Standards Special use standards for this Specific Plan shall be applicable to the following uses: a. Convenience stores b. Day care facilities c. Mini-storage d. Recycling facilities for reusable domestic containers e. Service stations The standards for these uses shall be consistent with the provisions contained in Section 19.06.030(2) of the Development Code. G.3 Property Development Standards G.3.t Property development standards shall be consistent with Section 19.20.020 of the Development Code except: I . Exterior building walls, 2. Screening, and 3. Solar energy. G.3.2 Intersection and Corner Visibility To ensure clear and unobstructed visibility at intersections, landscaping planting and signs shall be limited to three feet in height within the following defined areas at street and driveway intersections and as illustrated in Exhibits V-I I and V-12: Type Primary street Secondary street Local street Driveways Distance From Intersection 50 feet 35 feet 25 feet 25 feet .,', V-26 TABLE V-4 DEVELOPMENT STANDARDS Districts Development Standards G R&D IND RGS TP Net Lot Area (min.) +-e:e,. lac. NA WA- NA Building Setback I from Street (min.) ~ 25'(P) 25'(P) WA- 25'(P) ~ 19'(8) ~ 25'(D) . .J9!fS) 15'(L) 19'(S) 19'(S) ~ 15'(PR) 15'(L) 15'(L) ~ 10'(PR) 10' (PR) Building Setback from Property Line (min.) ~ 10'(A) and 0' or 20' WA- 0' or 20' lIfId 10'(B) (AXB) (AXB) ~ Building Separation (min.) ~ 20' 20' WA- 20' Building Setback along 3n1 Street (min.) NA 37'(C) 37'(C) NA NA Parking Setback (min.) - 32'(C) 32'(C) WA- 20'(P) ~ 20'(p) 20'(P) 14'(S) ~ 14'(S) 14'(S) IO'(L) ~ I O'(L) IO'(L) Building Height (max.) (jg! 60' @43' 3 WA- 120' Floor Area Ratio (max.) ~ ..5. ~..5 NA .S Lot Frontage (min.) NA 100' 100' Nt\- NA (P) Major Arterial (S)4 Secondary ArteriallSpecific Plan Collector (L) Local Road (PR) Private Road (A) Rear setback (8) Interior side setback (C) 3n1 Street setback (includes 12' bicycle path) (0) Mill Street setback (100' right-of-way) All setbacks are measured from the right-of-way on public streets and from the back of curb or sidewalk on private roads. 2 Setback can be either dimension or greater than 20', but nothing in between. I 3 Subject to FAA heillht reauirements for uses located near the runwav. For industrial uses located adjacent to Third Street, maximum height is 100'. 4 The-seconda1y arterial contains 6' oflandscaping within the right-of-way in addition to the landscaped setback (see Exhibit V-3). V-27 , Exhibit F, Item (d) I City Resolution No. 2004-324 Approved by the City on October 7, 2004 r- 1 1 2 RESOLUTION NO. 2004-324 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN AMENDMENT NO. 04-03 AND SPECIFIC PLAN AMENDMENT NO. 04-02 TO THE GENERAL PLAN OF THE CITY OF SAN BERNARDINO, TO AMEND THE GENERAL PLAN LAND USE DESIGNATION FROM SAN BERNARDINO 5 INTERNATIONAL TRADE CENTER SPECIFIC PLAN TOURIST COMMERCIAL TO INDUSTRIAL FOR 30 ACRES AND TO DELETE LELAND NORTON WAY FROM 6 THE CIRCULATION ELEMENT, APPROVAL OF DEVELOPMENT PERMIT II NO. 7 04-27 TO CONSTRUCT AN AIR CARGO FACILITY, AND APPROVAL OF LOT LINE ADJUSTMENT NO. 04-13 TO ACCOMMODATE THE PROJECT, WHICH IS 8 LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA AVENUE. 3 4 9 10 11 12 13 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Recitals (a) WHEREAS, the General Plan for the City of San Bernardino was adopted by the 14 Mayor and Common Council by Resolution No. 89-159 on June 2, 1989. 15 16 17 18 (b) WHEREAS, the San Bernardino International Trade Center Specific Plan was adopted by the Mayor and Common Council by Resolution No. 96-50 on March 4, 1996. (c) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 19 04-02 (a proposal to change the General Plan Land Use Designation from San Bernardino 20 International Trade Center Specific Plan Tourist Commercial to Industrial for approximately 30 21 acres located on the south side of 3rd Street, east of Del Rosa Avenue, to delete reference to 22 Tourist Commercial from the Specific Plan, and to remove Leland Norton Way from the 23 Circulation Element) was considered by the Planning Commission on September 8, 2004, after a 24 noticed public hearing. The Planning Commission's unanimous vote on a motion to recommend 25 26 ap~r.oval of the General Plan Amendment and Specific Plan Amendment has been considered by 27 the Mayor and Common Council. 28 2004-324 (d) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 were reviewed under the California Environmental Quality Act (CEQA) through an Initial Study which found no significant adverse effects on the environment related to the amendments. 2 2004-324 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (j) WHEREAS, the adoption of General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 is deemed in the interest of the orderly development of the City and is consistent with the goals, objectives and policies of the General Plan and the San Bernardino International Trade Center Specific Plan. SECTION 2. Mitigated Negative Declaration NOW, THEREFORE BE IT RESOLVED, FOUND AND DETERMINED by the Mayor and Common Council that the proposed amendments to the General Plan of the City of San Bernardino and the San Bernardino International Trade Center Specific Plan, the proposed air cargo facility and related lot line adjustment will have no significant adverse effects on the environment beyond those previously identified with certification of the Final Environmental Impact Report and Traffic Impact Analysis and with incorporation of the proposed project- specific mitigation measures; and that the Mitigated Negative Declaration heretofore accepted by the Environmental Review Committee as to the effect of these proposed amendments and development project, is hereby ratified, affirmed and adopted. SECTION 3. Findings - General Plan Amendment No. 04-03 and Soecific Plan Amendment No. 04-02 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: A. The proposed amendment is internally consistent with the General Plan and the San Bernardino International Trade Center (SBITC) Specific Plan in that changing the land use designation from Tourist Commercial to Industrial and deletion of reference to Tourist Commercial from the Specific Plan is consistent with General Plan Objective 1.39 which states, "Promote the development and use of the existing airp0l1 facilities and 3 1 2 3 4 5 6 7 8 9 10 11 ]2 13 14 15 ]6 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 related buildings as an international aIr carner airport with aviation-related office, commercial and industrial uses." Removing Leland Norton Way from the Circulation Element of the General Plan and SBITC Specific Plan will not affect traffic/circulation patterns within the Specific Plan or Airport areas, or the adjacent areas. Although Leland Norton Way was designated as a Secondary Arterial, it only accessed 3rd Street from a point in front ofthe existing terminal. The terminal can still be accessed from Del Rosa Avenue and Leland Norton Way, as a Secondary Arterial, is not necessary. B. The proposed amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City in that the proposed development will have to comply with all local, state, and federal requirements. C. The proposed amendments would not impact the balance of land uses within the City in that the proposed change in land use designation represents a relatively small percentage of the overall land uses within the City. D. In the case of an amendment to the General Plan Land Use Map, the subject parcel(s) is physically suitable (including, but not limited to access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested land use designation(s) and the anticipated land use development(s) in that all required utilities and public services can adequately serve the site. SECTION 4. Findings - Development Permit II No. 04-27 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: A. The proposed development is permitted within the subject zoning district with approval of the amendments to the General Plan and San Bernardino International Trade 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 Center Specific Plan. The warehouse/distribution portion of the project will be located within the Industrial land use (zoning) district. The proposed project is a permitted use in this land use district, as listed in Table V-2 of the SBITC Specific Plan, with approval of a Development Permit. The airport-related portion of the project is a permitted use in the "A," Airport land use district as listed in Table 19.12A.020 of the Development Code, with approval of a Development Permit. The proposed project complies with all applicable provisions in the SBITC Specific Plan and the provisions of the Development Code, including the industrial design guidelines as shown on the site plan, elevations, and landscape plan, and the Conditions of Approval. B. The proposed air cargo facility is consistent with the General Plan and Specific Plan. The San Bernardino International Trade Center Plan includes the following goals: · Meet Economic Development and Redevelopment Needs · Encourage future business development, generate or create new jobs for the community and provide revenue · Provide for a broad mix of commercial, office and industrial development opportunities consistent with the overall objectives and policies established for the property · Comply with the City of San Bernardino General Plan . Be consistent with state law. Development of the project assists with the Inland Valley Development Agency's and San Bernardino International Airport Authority's goals of providing new development, creating new jobs, and providing revenue. The DHL Air Cargo Facility is a major warehouse/distribution facility, consistent with the mix of permitted uses. The 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 proposed project is in compliance with the Specific Plan, which itself is consistent with the City's General Plan, and is consistent with applicable state law requirements. C. The proposed facility will be compatible and harmonious with the existing and surrounding land uses in the area. The proposed new construction will enhance the existing site and be a benefit to the surrounding area due to its architectural design, on- site and off-site improvements, and landscaping improvements. D. Approval of the Development Permit for the proposed development is in compliance with the requirements of the California Environmental Quality Act and Section 19.20.030(6) of the Development Code. On the basis ofthe Initial Study, the Development/Environmental Review Committee found that although the proposed project could have a significant effect on the environment, there would not be a significant effect in this case because all potentially significant effects (a) have been analyzed adequately in an earlier EIR pursuant to applicable standards, (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that were imposed upon the proposed project, and (c) no events have occurred which require the preparation of a supplemental EIR or addendum to the EIR. Although there will be new noise impacts associated with the introduction of DHL aircraft, the number of airplane flights, and related noise, are within the scope of the Initial Study prepared for the Interim Airport Operating Plan. That Initial Study also- incorporated, by reference, the 1990 IVDA Redevelopment Plan Final Environmental Impact Report. E. There will not be potential significant adverse impacts upon environmental quality and natural resources that could not be properly mitigated and monitored. Prior to approval of the SBITC Specific Plan, the City certified the Environmental Impact Report and 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 r- - 2004-324 Traffic Impact Analysis, and adopted the Mitigation Monitoring Program. In addition, mitigation measures for this project are included in the Initial Study, and also included as Conditions of Approval. F. The subject site is physically suitable for the type and density/intensity of use being proposed as evidenced by project compliance with all applicable Development Code and SBITC Specific Plan standards, and Conditions of Approval. G. There are adequate provisions for public access, water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety. All agencies responsible for reviewing access and providing water, sanitation and other public services have all had the opportunity to review the proposal and none have indicated an inability to serve the project. The proposal will not be detrimental to the public health and safety in that all applicable Codes will apply to the construction of this project. H. The location, size, design, and operating characteristics are consistent with all provisions of the Development Code and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. The proposed construction of the DHL Air Cargo Facility will be compatible with the existing development in the area. SECTION 5. Amendment BE IT FURTHER RESOLVED by the Mayor and Conunon Council that: A. The Land Use Plan of the General Plan and the San Bernardino International Trade Center Specific Plan of the City of San Bernardino is amended by changing the land use designation from San Bernardino International Trade Center Specific Plan Tourist Commercial to Industrial, for approximately 30 acres located at the southeast comer of 3'd Street and Del Rosa Avenue, and deleting reference to Tourist Commercial 7 1 2 3 4 5 6 7 8 9 10 11 12 13 I4 15 16 17 18 19 20 21 22 23 24 25 26 , , 27 28 2004-324 from the Specific Plan. This amendment is designated as General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 and its location is outlined on the map entitled Attachment A, and described in Attachment B, copies of which are attached and incorporated herein for reference. B. General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 shall become effective immediately upon adoption of this resolution. SECTION 6. Map Notation This resolution and the amendment affected by it shall be noted on such appropriate General Plan maps previously adopted and approved by the Mayor and Common Council and which are on file in the office of the City Clerk. SECTION 7. Notice of Determination The Planning Division is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino certifying the City's compliance with California Environmental Quality Act in preparing the environmental documentation. III 8 r 2004-324 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN 2 AMENDMENT NO. 04-03.... LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA A VENUE. 3 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j oint regular meeting thereof, October , 2004, by the following vote, to wit: AYES NAYS ABSTAIN ABSENT x x x x x 15 JOHNSON 16 MC CAMMACK 17 18 19 20 21 x x ~h~ City Clerk The foregoing resolution is hereby approved this 7.day of ~ober __,2004. 22 23 Approved as to form 24 and legal content: H VALLES, Mayor ity of San Bernardino 25 JAMES F. PENMAN 26 City Attorney . 27 BY:~ t. p~ 28 () 9 ~I s. cl o I J~ i~ I I I ~ I w wi ~ >1 b ~I~ 8 <( ~ ~'11W'_- ....I VI WI ~I N29'3S'31HW 29.07' S44'Q4'46UW 150.72' b o C'I ./1 _ _.r '" o a:i -.t- (0 ,\\0 ~~ bo~ 0+ wO <0 ~ =29'20'25U R;659.96' l=337.95' j-... I") " co 10 ~ I PARCEL 1 N88'S8'OrE 298.59' IWL PARCEL LEASE TO IVDA 501 '01 '53H[ 47.30' NaEr58'OfE: 443.56' 3: . I") .10 P 5 z N 89"04'25. E 251.35' N45"5S'3S.W 39.60 N43"06"0"E 41.73' '3: I. . 1:6 m . -.t- IP oi 10 -.t- Z I PARCEL 2 I I I ) J 538'42' 44H W 84.51' <( ...Jm w ~~ <(w 0.. VI ~~ _...J 16.77' NOTE: BEARINGs AND -DISTANCES SHOl\N HEREON ARE GRID, BASED ON_ lHE CALlFCIlNI^ COORDINAtE S'lSTW (NAn 83) ZONE 5. 10 OBTAIN GROUND D1STANCEs,'OIVlDf lIfE DISTANCE SHO~ BY 0.99993157. REVISION PREPARED BY: Associated Engineers. Inc, 3311 EAST SHELBY STREET ONTARIO, CAUFORNIA 91764 lEl; (909)980-1982 · FAX:(909)941-0B91 PREPARED FOR; SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PARCELS 1, 2 AND 3 SEPTEMaER 24, 2004 1.: \2004\04Otil\OWG\lIAPPING\LEGAlS\Z\lIIEPLA T 2004-324 LEGAL DESCRIPTION PARCEL 1 A TT ACHMENT "B" In the City of San Bernardino, County of San Bernardino, State of California, being portions of Block 49 and 50 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcel "A-1" as described in a sub-lease by and between the Inland Valley Development Agency and Ming Plaza Development, recorded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline, 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of said Del Rosa Drive and the TRUE POINT OF BEGINNING; thence North 43"06'10. East, 41.73 feet; thence North 89004'25" East, 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00'55'35" East, 255.31 feet; thence South 41020'54" West, 42.29 feet; thence North 89"53'09" East, 328.05 feet to a point hereinafter mentioned as Point "A"; thence North 01001'53" West, 491.49 feet; thence North 88058'07" East, 443.56 feet; thence North 01"01'53" West, 687.37 feet to the beginning of a tangent curve, concave southwesterly, having a radius of 463.97 feet; thence along said curve through a central angle of 28"34'38",231.41 feet; thence North 29'36'31" West, 29.07 feet; thence North 79"34'12" West, 17.19 feet to the southerly line of 3rd Street, said point bears 60.00 feet, measured at right angles from the centerline of 3rd Street; thence along said southerly line, South 60024'42" West, 229.83 feet to the beginning of a tangent curve, concave northwesterly having a radius of 659.96 feet; thence along said curve through a central angle of 29"20'25", 337.95 feet; thence South 8904S'07" West, 328.38 feet; thence South 44"24'46" West, 150.72 feet to the East line of Del Rosa Drive; thence along said east line South' 0005S'3S"East;B48.TI3-feettii'theTRUE P01NT-OFBEG1NNlNG. - _ _ EXCEPTING therefrom that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown on a Record of Survey No. 96-0174, filed as Book 10S, Pages 76-77 of Records of Survey In said Office of the County Recorder, said paint also being the southwesterly comer of Parcel "A-2", as described in said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of said Parcel "A-2", North 01'01'53" West, 491.49 feet to the northwesterly comer of said Parcel "A-2"; thence continuing, North 01"01'53" West, 47.30 feet; thence South 880SS'07" West, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described In a Deed recorded May 21, 1998 as Document No. 19960196585, of Official Records in said Office of the County Recorder, said point being distant North 00055'35" West, 247.00 feeHrom the northeasterly corner of said land described In said last mentioned Deed; thence along said northerly prolongation, South 00055'35" East, 247.00 feet to said northeasterly corner; thence along the eastery line of said last mentioned Deed and continuing South 00055'35" Eas~ 255.31 feet; thence continuing along said easterly line, South 41"20'54" West, 42.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89053'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 19.90 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to oblain ground level distances. The legal description above was taken from "New Parcel A" as described in Certificate of Compliance for Lot line Adj\Jstment No. 2003-005, recorded June 19, 2003 as Document No. 2003-0414267 Official Records.' L:12004\04061\OWG\MAPflING\/egal&\PARCEl1.0DC r 2004-324 LEGAL DESCRIPTION PARCEL 2 In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Block 49 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcels "A-1" and "A-2, as describecj in a su!;H~ase by and between thE! Inland V!'!Jley RevelClpmimtAgency and MlngPlaza Development, recorded January 24, 1997, as Document No. 19970024757 of ooicial Records in the Office of the County Recorder of said County, described as follows: COMMENCING at tile Intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline, 1015.95 feet; thence et right angles to said centerline, North 89004'25" . East, 60.00 feet to the East line of said Del Rosa Drive; thence North 43006'10" East, 41.73 feet; thence North 69'04'25" East, 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41020'54" West, 42.29 feet; thence North 89053'09" East, 328.05 feet to the TRUE POINT OF BEGINNING, said point hereinafter mentioned as "Point A"; thence North 01001'53" West, 491.49 feet; thence North 88058'07" East, 443.56 feet; thence South 01001'53" East, a distance of 432.74 feet; thence South 38042'44" West, 84.51 feet; thence South 89053'09" West, 389.58 feet to the TRUE POINT OF BEGINNING. TOGETHER with that portion described as follows: B EGINN ING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown (In.a. Record o.f Survey N Q, 96-9174, fl[ede.sB09~.1 08,page.s.I6~ !7of.RecorclsofS.ur:v!!Yin J5.aid PfflOO oftlJe County Recorder, said point also being the southwesterly comer of Parcel "A-2", as described In said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of seid Parcel "A-2', North 01001'53" West, 491.49 feetto the northwesterly corner of said Parcel "A-2"; thence continuing, North 01 001'53" West, 47.30 feet; thence South aaosa'o7" West, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described in a Deed recorded May 21,1996 as Document No. 19980196585 of Official Records in said Office of the County Recorder, said point being distant North 00'55'35" West, 247.00 feet from the northeasterly comer of said land described in said last mentioned Deed; thence along said northerly prolongetlon, South 00055'35" East, 247.00 feet to said northeasterly corner; thence along the easterly line of said last mentioned Deed end continuing South 00055'35" East, 255.31 feet; thence continuing along said easterly line, South 41020'54" West, 42.29 feetto the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89'53'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 8.69 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD.83). Divide distances shown by 0.99993157 to obtain ground level dlstences. The legal description above was taken from "New Parcei B" as described in Certificate of Compliance for lot line Adjustment No. 2003-005, recorded June 19,2003 as Document No. 2003-0414267 Official Records. L:I2OO41040611OWGIMAPPINIlYegolsIPARCEL 2.llOC ----- ..- ~'-_'__ ___.. P'" __ H. .._______.___..____ 2004-324 LEGAL DESCRIPTION PARCEL 3 In the City of San Bernardino, County of San Bernardino, State of California" being a portion of Brock 49 of the Rancho San Bernardino, as per map recorded In Book 7 of maps, Page 2, Records of said County together with portions of vacated streets and alleys lyIng within and adjacent to said blocks, more particularly described as follows: - - - Commencing at the intersection of the centerline of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street, North 89"45'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00"55'35" East, along said centerline 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of Del Rosa Drive and the POINT OF BEGINNING; thence North 43006'10" East, 41.73 feet; thence North 89"04'25" East, 251.35 feet; thence South 45"55'35" East, 39.60 feet; thence South 00"55'35" East; 255.31 feet; thence South 41"20'54" West, 42.29 feet; thence South 89"53'09" West, 249.67 feet; thence North 45055'00" West, 42.80 feet to the East line of Del Rosa Drive; thence North 000SS'35" West, along said East line, 250.79 feet to the POINT OF BEGINNING. Area containing 2.17 acres, more or less. Bearings and Distances used In the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from Quitclaim Deed recorded May 21, 1998 as Document No. 1998-0196585 of Official Repards. U2004\0406111lWGIMAPPlNGllegoIoIPARCEL 3.DOC ~._~ ,--. .-__._. ~ _ u___ __ ~ . _ ______ ~_. Recording Requested ) f)~~ By and Mail To: ) D)'-D3 ) City of San Bernardino ) 300 North "D" Street ) San Bernardino, CA 92418 ) ) ~ 1% ) ~ ~ When Recorded, Mail To: ) ~ ':2. :.,..\ G ) - -1 \ Mr. James F. Penman, Esq. ) 9: ~~ Office of the City Attorney ) ~ ....:.. City Hall, Sixth Floor ) '-? ~ ~ 300 North "D" Street ) ~ -;;::. ;.,::. San Bernardino, CA 92418 ) DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTGATE NO.1, L.P. This Development Agreement Between the City of San Bernardino and Westgate No. I, L.P. (this "Agreement") is entered into by the City of San Bernardino, California, a municipal corporation (the "City") and Westgate No. I, L.P., a California limited partnership ("Westgate"), regarding the development of real property in the City, to be effective as of the Effective Date (hereinafter defined). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Westgate agree as follows: I. RECITALS. This Agreement is entered into with reference to the following facts: 1.1 The Master DDA. HillwoodlSan Bernardino, LLC ("H/SB") and Inland Valley Development Agency ("IVDA") entered into a Master Disposition and Development Agreement effective November 6, 2002 (as amended, the "Master DDA"). Pursuant to the Master DDA, HISB has the right to develop certain land in the former Norton Air Force Base (the "DDA Land"). HISB already has developed on the DDA Land an approximate 1,200,000 square foot distribution facility for Mattei and is developing on the DDA Land an approximate 600,000 square foot distribution facility for Pep Boys. At the direction of HISB, pursuant to the Master DDA, IVDA conveyed the Property (hereinafter defined) to Westgate, on which Westgate has constructed the Pep Boys facility. HISB is negotiating for the development of specific other projects and intends to develop further projects, exceeding development benchmarks under the Master DDA (the "H/SB Projects"). Also, Westgate may develop further improvements on the Property (hereinafter defined). 1.2 Stater Bros. Stater Bros. Markets, a California corporation ("Stater Bros."), desires to develop approximately 90 acres of the DDA Land and an additional adjoining sixty-five (65) acres (the "Stater Bros. Proiect Site") for a new company headquarters and consolidated distribution facility costing in excess of $160,000,000 (the "Stater Bros. Project"). In order for Stater Bros. to be able to develop the Stater Bros. Project on the Stater Bros. Project Site, H/SB must surrender its development rights under the Master DDA on the portion of the Stater Bros. Project Site subject to the Master DDA and designate Stater Bros. as the entity to which IVDA is authorized to convey such portion of the Stater Bros. Project Site that is subject to the Master DDA. The Stater Bros. Project Site includes a portion of the DDA Land, and the loss of the development rights ofH/SB to such portion of the Stater Bros. Project Site affects the land inventory under the Master DDA which can be developed by H/SB. H/SB is not being compensated by Stater Bros. for the full value of the loss of such development rights but is willing to accept such less than full value to facilitate the development of the Stater Bros. Project provided that, among other things, Westgate obtains the benefits of this Agreement. Accordingly, in order to accept such loss of land inventory, H/SB and Westgate must have assurances of the certainty of certain existing development rights on the Property and the remainder of the DDA Land. That is the purpose of this Agreement. H/SB and the City, simultaneously with the signing of this Agreement, are entering into another development agreement regarding a substantial portion of the DDA Land. H/SB would not surrender such development rights without assurances, in addition to such development rights certainty on the Property and the DDA Land covered by such other development agreement, that the Stater Bros. Project, in fact, would be developed and constructed. Accordingly, (a) H/SB and Stater Bros. have entered into an agreement pursuant to which H/SB has agreed to designate Stater Bros. to acquire the portion of the Stater Bros. Project Site under the Master DDA subject to certain conditions being satisfied, one of which is the execution of this Agreement and the above-referenced other development agreement, and (b) IVDA and Stater Bros have entered into an Owner Participation Agreement dated June 14, 2004, pursuant to which IVDA will convey to Stater Bros. a portion of the DDA Land and other parcels and Stater Bros. has committed to develop the Stater Bros. Project (the "OP A"). I .3 RESERVED 1.4 RESERVED. 1.5 RESER VED. 1.6 Development Agreement Purpose. The City and Westgate desire to enter into this Agreement in order to facilitate and encourage the pursuit and development of the Stater Bros. Project, future H/SB Projects and further improvements on the Property (collectively, the "Projects") and to establish certainty in the development process for Projects on the Property (hereinafter defined). 1.7 Code Authorization and Acknowledgements. The City is authorized pursuant to California Government Code Sections 65864 through 65869.5, (the "California Development Agreement Legislation") to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty in the development process. The City enters into this Agreement pursuant to the California Development Agreement Legislation and pursuant to City Code Chapter 19.40 (hereinafter defined). 2 1.7.1 This Agreement constitutes a current exercise of the City's police powers to provide certainty to Westgate in the development approval process and the development of the Property by vesting certain permitted land uses and development criteria described in the Specific Plan (hereinafter defined) and certain other matters set forth in this Agreement in exchange for significant public benefits the City would receive if the Stater Bros. Project is developed as provided in the OP A and if the Property is developed further by Westgate. 1. 7.2 This Agreement is granted in consideration of Stater Bros. entering into the OP A and of the significant public benefits that could be derived from the development of the Property, including the development of the Projects acting as a potentially significant catalyst for the development of other properties within the IVDA redevelopment area within the City, as well as: (a) mitigating blight currently existing in such area, (b) creating new employment opportunities within the region; (c) contributing to the expansion and/or extension of public services and utilities; and (d) otherwise resulting in the benefits provided for in the Master DDA, including the Projects. The City acknowledges that each of these potential benefits independently provides sufficient public benefits to justify this Agreement. The City further acknowledges that a significant benefit arising from the Projects includes the potential additional tax increment revenues from the Projects and the remainder of the IVDA redevelopment area in the City which could be more rapidly developed due to the development of the Property. 1.8 General Plan Compliance. In connection with the approval of the Specific Plan and certification of the environmental impact report (the "EIR") prepared in connection with the Specific Plan, the Common Council of the City (the "Council") made findings that the Specific Plan and the project are consistent with the City General Plan and City Code Chapter 19.40. The "project" analyzed by the EIR included development as set forth in the Specific Plan. No challenges were made to the determination of the General Plan and Specific Plan consistency. The certification of the EIR and the approval of the Specific Plan by the City included a determination of General Plan consistency. Such consistency finding included a determination that the Specific Plan and the project complied with General Plan Goal IB, Goal IG(b) and Goal 11. In addition, a General Plan consistency determination was made in connection with subsequent amendments to the Specific Plan. 1.9 Development Agreement Findings. This Agreement is consistent with the City General Plan, the Specific Plan and the City Development Code and will promote the welfare and public interest of the City. Further, the Council makes the following findings and confirms compliance with City Code Chapter 19.40: 1.9.1 Westgate has requested and applied through the Director of the City's Development Services Department (the "Director") to enter into this Agreement. 1.9.2 Westgate has the legal or equitable ownership interest in the Property, and the Property exceeds one acre in size;o 3 1.9.3 Westgate's application to enter into this Agreement has been made on forms approved, and contains all infonnation required, by the Director; 1.9.4 The status of Westgate as the owner of, or holder oflegal or equitable interests in, the Property has been established to the satisfaction of the Director; 1.9.5 Westgate's application was accompanied by the fee established pursuant to Chapter 19.32 (Application and Fees) and all other lawfully required documents, materials and information; 1.9.6 The Director received, reviewed and processed Westgate's application for consideration by the Planning Commission of the City (the "Planning Commission"), and the Council and has recommended that the Commission and the Council approve Westgate's application and the City entering into of this Agreement; 1.9.7 The City has complied with all requirements of the California Environmental Quality Act ("CEQA") and all other applicable laws in the approval of this Agreement and adopting the Resolution (hereinafter defined). 1.9.8 All other requirements under applicable law have been satisfied by Westgate or the City with respect to this Agreement. 1.10 Planning Commission and Common Council Hearings. On October 4,2005, the Planning Commission, after giving the notice required by law, held a public hearing to consider the application for adoption of this Agreement. At the conclusion of the public hearing, the Planning Commission recommended to the Council that this Agreement be adopted as proposed. On October 17, 2005, the Council, after providing notice as required by law, held a public hearing to consider the application for adoption of this Agreement. The Resolution was adopted by the City in accordance with the requirements and procedures set forth in Section 19.40.030 of City Code Chapter 19.40, approving the application for adoption of this Agreement, authorizing execution of this Agreement by the Mayor of the City and setting forth findings (with supporting facts) referenced in Section 1.9 above. 1.11 City Resolution. On October 17, 2005, the Council adopted Resolution No. _ (the "Resolution") approving this Agreement. The Resolution became effective on , 2005 (the "Effective Date"). 1.12 City Code Chapter 19.40 Mandatory Contents. This Agreement does contain the provisions required by Section 19.40.040 (1) of the City Code Chapter 19.40, as follows (paragraph references are to said Section 19.40.040 (1 )): 1.12.1 Duration - see Section 3.2 of this Agreement; 1.12.2 Uses, density, intensity, height and size - see Sections 3.3 and 3.4 and Exhibit G of this Agreement; 4 1.12.3 No reservation or dedication of land for public purposes is contained in this Agreement; 1.12A No protection against fee increases - see Section 3A.2( a)(ii) of this Agreement; 1.12.5 Tiered amendment process - see Section 7.2 of this Agreement; and 1.12.6 Health and safety exception - see Section 3A.2(b) of this Agreement. 2. CERT AIN DEFINITIONS. In this Agreement, unless the context requires otherwise (and in addition to other defined terms in this Agreement): 2.1 "City Code Chapter 19 AO" means Chapter 19 AO of the City Development Code in effect as of the Effective Date. 2.2 "General Plan" means the San Bernardino City General Plan in effect as of the Effective Date. 2.3 "Westgate Assignee" means a Person (a) to whom Westgate (or a Westgate Assignee) expressly assigns its rights and obligations under this Agreement, and (b) who is an Owner of the Property. An Owner shall not be a Westgate Assignee merely due to being an Owner but may be a Westgate Assignee if (a) and (b) under this Section 2.3 are satisfied. 2A "Owner" means any Person that owns a parcel in the Property, except that the term "Owner" shall not include (a) IVDA, (b) any governmental entity that owns merely a right- of-way, easement for a right-of-way or utility easement, or (c) any utility company that owns merely an easement or a sub-station or similar facility. 2.5 "Person" means any natural person, firm, association, organization, business trust, partnership, joint venture, limited liability company, corporation or other legal entity. 2.6 "Property" means the real property (improved or unimproved) situated in San Bernardino, San Bernardino County, California, described in the attached Exhibit A. 2.7 "Specific Plan" means the San Bernardino International Trade Center Specific Plan, as adopted on March 4, 1996 and amended on September 3, 1999 and November I, 1999, and as further amended by City Resolution No. 2004-324 approved by the City on October 7, 2004. 3. DEVELOPMENT OF THE PROPERTY; VESTED PROVISIONS 3.1 City Code Chapter 19AO. This Agreement is subject to the provisions of City Code Chapter 19AO. 3.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period ending 20 years following the Effective Date. 5 3.3 Vested Provisions. Westgate shall have the vested right, to the fullest extent allowed under the California Development Agreement Legislation and except as otherwise expressly provided in this Agreement, to develop the Property in accordance with the specific provisions of the Specific Plan identified on the attached Exhibit B, all as in effect as of the Effective Date and the other provisions of this Agreement (the "Vested Provisions"). All existing and future rules, regulations, ordinances, resolutions and policies of the City as applied to any use or development of the Property, shall be interpreted and enforced in a manner consistent with the Vested Provisions. 3.4 Changes in the Vested Provisions. 3.4.1 Except as provided in Section 3.4.2 below, any change in, or addition to, the Vested Provisions adopted or becoming effective after the Effective Date, including any change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied to the Property to the extent that any such change or addition conflicts or is inconsistent with any of the Vested Provisions. 3.4.2 Notwithstanding the provisions of Section 3.4.1 above: (a) The following shall apply to the Property to the same extent the same apply uniformly to other property and projects in the City: (i) changes in the City's building, plumbing, electrical, fire and grading codes and ordinances, (ii) increases in development fees (from which increases this Agreement provides no protection to Westgate, (iii) imposition of new fees applied on City-wide uniform and non-discriminatory basis including traffic mitigation fees, and (iii) changes in state or federal law; (b) The Vested Provisions may be modified only by the City as it determines to address a compelling public necessity regarding health and safety that cannot reasonably be addressed by other means or to comply with any later adopted federal or state law or regulation; and - (c) The City may make changes in or additions to the Vested Provisions that otherwise would be prohibited by this Agreement if the City first obtains the written consent of Westgate. 3.4.3 RESERVED 3.4.4 Westgate recognizes and agrees that nothing contained in this Agreement or the Vested Provisions precludes the City from finding and determining that other mitigation measures are required directly resulting from the impacts of specific development occurring on the Property. Such development-specific mitigation 6 measures may be in the form of the requirement to construct, modify or install new or existing public improvements and public facilities for such infrastructure items as public streets, roadways, landscaping, utilities, drainage and flood control improvements, water and sewer facilities, street lighting and signal lights or monetary payments in lieu of the construction of any or all of such public improvements. 3.4.5 Westgate recognizes that there are parcels of land included within the Specific Plan which are not a part of the Property. Westgate agrees that the City may amend or modify or rescind the Specific Plan as to any other properties which are not included within the Property in any manner deemed reasonable or necessary under the circumstances without any approval right by Westgate pursuant to this Agreement. Nothing shall prevent Westgate from exercising all other rights available under State law with respect to any amendment of the Specific Plan as to such properties that are not included within the Property. 3.4.6 RESERVED 3.4.7 RESERVED 3.5 Benefits. All of the benefits of the Vested Provisions and this Agreement apply to all of Property, as covenants running with the land. 4. PERIODIC REVIEW 4.1 Time of Review. This Agreement shall be reviewed by the City at least once a year in accordance with California Government Code section 65865.1, on or before the anniversary date of the recordation of this Agreement, in order to ascertain the good faith compliance by Westgate with the terms of this Agreement. Westgate shall submit an Annual Monitoring Report demonstrating its good faith compliance with the terms of this Agreement within 30 days after written notice from the City of the date of the review to be conducted by City. Following any such review, the City shall notify Westgate in writing within 30 days of its determination as to compliance or noncompliance with the terms of the Agreement. The annual review procedure set forth herein and in Government Code Section 65865.1 shall be applicable during the term of this Agreement. 4.2 Failure to Conduct Periodic Review. In the event the City fails to conduct the periodic review, such failure shall not be deemed approval by the City of Westgate's good faith compliance with the terms of this Agreement, and the City may undertake an independent review of Westgate's performance since the date of the last annual review, or as of the Effective Date, as applicable, unless Westgate shall have submitted an Annual Monitoring Report to the City demonstrating its good faith compliance with the terms of this Agreement notwithstanding the lack of notice from the City as provided in Section 4.1 above. In the event the City has not taken action to accept or reject such Annual Monitoring Report within 90 calendar days after receipt, Westgate shall then be deemed to have complied in good faith with the terms of this Agreement. 7 4.3 Cost of Periodic Review. Westgate shall pay to the City the actual cost incurred by the City in conducting any such periodic review as provided in Sections 4.1 and 4.2 above. The actual cost of such review shall be based upon the City fee structure then in effect, including the salaries and reasonable costs and expenses of the Office of the City Attorney or any other experts and other legal Counsel retained by the Office of the City Attorney with respect to such review. Westgate shall submit the review fees concurrently with submission of the Annual Monitoring Report pursuant to Sections 4.1 and 4.2 above if such a published applicable fee structure then is in effect and shall also submit a deposit for the estimated City fees (if a set amount is not specified in a published fee schedule) and the estimated salaries and reasonable costs and expenses to be incurred by the Office of the City Attorney promptly after receipt of such estimate from the City. 5. DEFAULT. 5.1 Events of Default. A default under this Agreement shall be deemed to have occurred upon the happening of one or more of the following events or conditions: 5.1.1 A warranty, representation or statement made or furnished by Westgate to the City in or under this Agreement is false in any material respect when it was made. 5.1.2 A good faith finding and determination by the City made following a periodic review under the procedure provided for in California Government Code section 65865.1 and Section 4.1 above that upon the basis of substantial evidence Westgate has not complied in good faith with one or more of the terms or conditions of this Agreement. 5.1.3 Any other act or omission by the City or Westgate that breaches or materially interferes with any of the terms of this Agreement. 5.2 Procedure upon Default. Neither the City nor Westgate may exercise any remedies with respect to an event of default referenced in Section 5.1 above unless the party claiming a default by the other party gives a written notice to the alleged defaulting party specifying the event of default and such event of default is not cured within the applicable Cure Period (hereinafter defined). The term "Cure Period" as used herein means (a) with respect to an event of default that reasonably can be cured within 30 days, the period of 30 days following the receipt of such written default notice, and (b) with respect to an event of default that cmmot reasonably be cured within 30 days, and if efforts are commenced to cure such default within 30 days following the receipt of such written default notice, the period reasonably required to complete such cure with diligent prosecution. 5.3 Remedies. All remedies, at law or in equity, shall be available to the City and Westgate with respect to any default under this Agreement. Notwithstanding the above, each party acknowledges that monetary damages would not be an adequate remedy if the other party fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is an available and necessary remedy in order to fully compensate a party if the other party fails to carry out its obligations under this Agreement, and each party hereby agrees that the other party shall be entitled to specific performance in the event of a 8 default hereunder. Further, notwithstanding anything in this Agreement to the contrary, the acts of one Owner of a parcel within the Property shall not affect the rights under this Agreement with respect to any other parcel within the Property. The City may, as provided in the immediately following sentence and in addition to such other rights and remedies that it may have as provided herein, terminate this Agreement as to any default which is not timely cured by Westgate, or by any Mortgagee (hereinafter defined) as the case may be, in the manner as provided herein. After all cure periods have been exhausted, the City may terminate this Agreement upon delivery of a notice of termination to Westgate and to any Mortgagee of which the City has notice, which notice of tennination shall be effective as to the termination of this Agreement within 15 days after receipt by Westgate or such Mortgagee if such default remains uncured. 5.4 . Institution of Legal Action. The prevailing party in any legal action arising from or in connection with this Agreement, whether by final judgment or out-of-court settlement, shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred by such prevailing party. Legal actions shall be instituted in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The costs, salary and expenses of the City Attorney and members of the City Attorney's Office, and/or those of outside counsel retained by the City, in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for purposes of this Section 5.4. 6. PROTECTION OF MORTGAGE HOLDERS. 6.1 Protection of Mortgage Holders. Westgate and the City agree that this Agreement shall not prevent or limit Westgate (or any Owner), in any manner, at Westgate's (or such Owner's) sole discretion, from encumbering the Property or any portion thereof or any improvement thereon (owned by Westgate or any other Owner, as the case may be) by any mortgage, deed of trust or other security device securing financing with respect to such Property. The City acknowledges that the lenders providing such financing ("Mortgagees") may require certain Agreement interpretations. Accordingly, the City agrees, upon the written request of Westgate (or the applicable Owner), to meet from time to time with Westgate and representatives of such Mortgagees to negotiate in good faith any such request for interpretation. The party making such request shall be obligated for the payment or reimbursement to the City of all costs incurred by the City directly related to this provision to meet and negotiate any such requests for interpretation and, upon request by the City, shall make a cash-equivalent deposit in an amount of such costs as reasonably estimated by the City in advance of the City entering into such negotiations. The City will not unreasonably withhold its consent to any such requested interpretation, provided such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of all or any portion of the Property shall be entitled to the following rights and privileges: 6.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on all or any portion of the Property. 6.1.2 If the City timely receives a written request from a Mortgagee requesting a copy of any notice of default that may be given to Westgate under the terms of this 9 r\_....l__.____. ,\ __."...___4- L_4-...___ r-:,,--_ _..-.1 .....____1_ Agreement, the City shall provide a copy of that notice to the Mortgagee within one day of sending the notice of default to Westgate. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 6.1.3 Any Mortgagee who comes into possession of all or any portion of the Property, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property or part thereof subject to the terms of this Agreement, including the right of the City to terminate this Agreement in the event that a default under this Agreement by Westgate is not cured during the cure periods provided in Sections 5.2 and 5.3 above. Notwithstanding any other provision of this Agreement to the contrary but subject to the immediately preceding sentence, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Westgate's obligations hereunder or to guarantee such performance. 7. GENERAL PROVISIONS. 7.1 Assignment. Nothing in this Agreement affects Westgate's or any other Owner's rights to own, transfer, conveyor encumber all or any portion of the Property owned by Westgate or such other Owner. Westgate (or a Westgate Assignee) shall have the right to assign, without the consent of the City, all or part of its rights and obligations under this Agreement to a Person who is a Westgate Assignee. Upon the assignment of this Agreement to a Westgate Assignee, (a) the assignor (Westgate or a Westgate Assignee, as the case may be) shall be released from this Agreement when (i) written notice of such assignment is given to the City, and (ii) the Westgate Assignee assumes in writing the obligations of Westgate under this Agreement with a copy thereof delivered to the City, and (b) the term "Westgate" as used in this Agreement shall mean such Westgate Assignee. No other Owner shall have any right to assign this Agreement or any rights thereunder. 7.2 Amendment or Termination of this Agreement. Except as provided in Section 5.3 above (for termination as a remedy for an uncured default), this Agreement may be amended or terminated with respect to any parcel within the Property only by written agreement signed by the then current Owner of such parcel and the City after approval by the Council, without the necessity of the joinder of any other Person; provided, however, any amendment or termination of this Agreement shall not be effective with respect to any parcel in the Property or with respect to the rights under this Agreement of any Owner unless the Owner of such parcel or the Owner whose rights are so affected also is a signatory to such amendment or termination. In order for any such amendment or termination to be effective, it must be adopted by the City by resolution as set forth in the California Development Agreement Legislation and must be in form suitable for recording in the Official Records of San Bernardino County, California. In accordance with City Code Chapter 19.40, the procedure for an amendment to this Agreement shall be a tiered amendment review procedure as follows: 10 (a) proposed amendments that are development related (such as affecting uses, density, height, coverages or setbacks) must be submitted to the Planning Commission of the City for recommendation for approval or non-approval and then forwarded to the Council for determination, at the Council's discretion, of approval or non-approval, with the Council not being bound to accept the Planning Commission recommendation; and (b) all other proposed amendments must be approved by the Council at its discretion. 7.3 Hold Harmless. Westgate shall (a) defend, indemnify and hold harmless the City and the City of San Bernardino Economic Development Agency (the "ED A"), their officers, elected officials, attorneys, departments, boards, commissions, employees and agents (collectively, the "Indemnified Parties from any claim, action or proceeding against the Indemnified Parties to attack, set aside, void or annul the decision to enter into this Agreement or any of the proceedings, acts or determinations taken, done or made prior to and relating to such decision; and (b) reimburse the Indemnified Parties for any court costs and attorney's fees which the Indemnified Parties may be required by a court to pay as a result of such approval. At its sole discretion, the City and/or the EDA may participate at its own expense in the defense of any such action, but such participation shall not relieve Westgate of any obligation imposed by this Section 7.3. The City and/or the EDA shall notify Westgate promptly of any claim or action and cooperate fully in the defense. Westgate, the City and/or the EDA shall jointly select legal counsel to represent the City and/or the EDA in any such proceeding. The City and/or the EDA, without Westgate's written consent, shall not settle any claim that is subject to the indemnity under this Section 7.3. If during the proceeding a settlement demand is made and Westgate is willing to satisfy the settlement demand and the City and/or the EDA rejects such settlement demand, Westgate's indemnity obligation in this Section 7.3 shall from that point forward not exceed the amount ofthe settlement demand. Notwithstanding any language to the contrary in this Section 7.3 or elsewhere in this Agreement, Westgate shall have no indemnity obligations to the Indemnified Parties for claims that arise from or are alleged to arise from (i) the negligence or willful misconduct of any of the Indemnified Parties, or (ii) any costs or legal expenses that arise from any suit or action commenced by any of the Indemnified Parties, except if such suit or action is commenced to enforce the rights of the City against Westgate as provided in Section 5.4 above. 7.4 Binding Effect. Except to the extent otherwise provided in this Agreement, the burdens of this Agreement bind, and the benefits of this Agreement inure to, the City's and Westgate's respective successors in interests and assigns, including as provided in Section 3.5 above and in Section 7.5 below. 7.5 Relationship of the City and Westgate; Third Party Beneficiaries. The contractual relationship between the City and Westgate (and any other signatory to this Agreement) arising out of this Agreement is one of independent contractor and not agency. Nothing in this Agreement shall be construed as making the City and Westgate (or any other signatory to this Agreement) joint venturers or partners. There are no third party beneficiaries and this Agreement does not create any third-party beneficiary rights; provided, however, (a) 11 np1IP]r-.nmpnf A01.pPlnf"nf hphlJpf"n rih/ ~nrl npvplrmprNn 1 rp viI Fin~1 Rpv 1()110" nnr the provisions of this Agreement regarding development rights applicable to the Property shall apply to and be enforceable by any Owner with respect to the portion of the Property owned by such Owner, and (b) an Owner has the rights set forth in Section 7.2 of this Agreement regarding amendment and termination of this Agreement. 7.6 Notices. Any notice to be provided or permitted under this Agreement shall be in writing, signed by the party giving such notice and sufficiently given if hand delivered, delivered by an overnight messenger/delivery service or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below. Such notices, if delivered (i) by hand, shall be deemed given when delivered, (ii) by an overnight messenger/delivery service, shall be deemed given upon delivery or one Business Day (hereinafter defined) after the sending of such notice, whichever occurs earlier, and (iii) by mail, shall be deemed given five Business Days after deposit in the U.S. mail. Notice that starts the running of any cure period and that is delivered on a non-Business Day shall be deemed delivered on the next following Business Day ifleft at the notice address or the next Business Day on which it is redelivered if it is not left at the notice address. The names and address of those representatives of each party to which notices shall be sent are: If to City, to: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attention: Director of Development Services and San Bernardino City Administrator 300 North D Street, Sixth Floor San Bernardino, CA 92418 If to Westgate, to: Hillwood/San Bernardino, LLC 105 North Leland Norton Way Suite 3 San Bernardino, California 92408 With copies to: Hillwood/San Bernardino, LLC Three Lincoln Center 5430 LBJ Freeway, Suite 800 Dallas, Texas 75240 Attn: Chief Legal Officer 12 Such addresses shall be subject to change from time to time to such other representatives or addresses as may be specified in written notice given by the intended recipient to the sender in accordance with this Section 7.6. 7.7 Estoppel Certificates. At the request of either party, the other party, within ten calendar days after receipt of such request, shall certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying party, (b) this Agreement has not been amended or modified, except as is expressly stated in that estoppel certificate, and (c) no default in the performance of the requesting party's obligations as provided in this Agreement exists, except as expressly stated in that estoppel certificate. 7.8 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. The word "including" as used herein shall be deemed to mean "including, but not limited to". A "Business Day" is a day other than a Saturday, Sunday or City holiday. 7.9 Entire Agreement and Waivers. This Agreement constitutes the entire understanding and agreement of the City and Westgate with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between the City and Westgate respecting this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City and Westgate. 7.10 Incomoration of Recitals and Exhibits. The recitals set forth in Section 1 of this Agreement and exhibits referenced in this Agreement are incorporated in and part of this Agreement. 7.11 Captions. The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Agreement. 7.12 Consent. Where the consent or approval of the City or Westgate is required in or necessary under this Agreement, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. 7.13 Covenant of Cooperation. The City and Westgate shall cooperate, deal with and assist each other in good faith in connection with the performance of the provisions of this Agreement. 7.14 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of San Bernardino County, California, within ten days following the execution of this Agreement. 7.15 Severability. Every provision of this Agreement is and shall be construed to be a separate and independent covenant. Without limiting the generality of the foregoing, if any provision of this Agreement is found to be invalid or unenforceable for any reason, then 13 the remainder of this Agreement shall not be affected and shall be enforced to the extent permitted by law and the parties shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. 7.16 Further Actions. Whenever and as often as it is requested to do so by the other party, each party shall execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all such further documents as may be reasonably necessary, expedient or proper in order to achieve the intent of this Agreement. 7.17 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. [SIGNATURE PAGE FOLLOWS] 14 IN WITNESS WHEREOF, this Agreement has been executed by the City of San Bernardino, acting by and through its Mayor and Common Council, pursuant to Resolution No. authorizing such execution, and by Westgate. Dated this day of ,2005. CITY WESTGA TE CITY OF SAN BERNARDINO WESTGATE NO.2, L.P., a California limited partnership By: Name Title Judith Valles Mayor By: HIL Westgate GP, LLC, a California limited liability company, its general partner City Clerk By: Hillwood Investment Land, L.P., a Texas limited partnership, its sole member Approved as to Forn1 and Legal Content: By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By: Name: Title: 15 Development Agreement No.3 Exhibit A - Property <> JZ .;;g ~." _0 ~ 0:: ~ Ds o lXl o <I. (Y to ':oJ a ;!; a..: -ll.. W J: CI) ~ 0:: ~ '" ... I ... 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'" <t ~:;:~ 071 3nN3A a\fO~ VN31 '" '" I ::;: I') I '" .. -_. - .,..,-. o ~ ~ ~ :tI:: B ~t UJ :;?; ~ W ~ W · )-- 1 -{B-~--~ ~- <(l:w,," I-aln.! z:rO" W)(Q: :;?;uJn. -0.- o ..J UJ > W o ON\f03ddl I'l Il1 I ::;: l- I') I UJ -CD ~ W 0 ~ CI) ..,J ~ I Parcel I Lot Line AdJustment No. 04-001 Parcel I of City of San Bernardino Certificate of Compliance for Lot Line Adjustment No. 04-00 I, recorded May 6, 2004 as Instrument No. 2004-0316870, Official Records of San Bernardino County, California, described as follows: Those portions of Lots 1, 2, 13, and 14 of Block 45, of the Rancho San Bernardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bernardino County, California, located in the City of San Bernardino, and being more particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-0019 on file in Book 110 of Records of Surveys, Pages 51 through 53 thereof; Thence N.00025 'OO"W. along the centerline of said Tippecanoe Avenue, a distance of 41.25 feet, to the easterly prolongation ofthe northerly line of said Mill Street, said northerly line being a line parallel with and 41.25 feet northerly of said centerline of Mill Street; Thence S.89038'20"W. along said northerly line, a distance of 1115.25 feet; Thence N.Ooo21 '40"W., a distance of 120.59 feet; Thence N.22025'55"E., a distance of 169.64 feet; Thence N.00025'00''W., a distance of359.44 feet (formerly 359.84 feet), to the POINT OF BEGINNING; Thence continuing N.00025'00''W., a distance of 1520.98 feet Thence N.89019'55"E., a distance of 563.12 feet; Thence S.89055'09"E., a distance of 486.16 feet, to centerline of said Tippecanoe A venue; Thence S.00024'50''E. along said centerline, a distance of38.02 feet, to the intersection with the centerline of Harry Sheppard Boulevard; Thence S.00025'00''E. continuing along said centerline of Tippecanoe Avenue, a distance of 1481.20 feet, to a line which bears N.89035'00"E. from the Point of Beginning; Thence S.89035'00"W. along said line, a distance of 1049.25 feet, to the Point of Beginning. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe A venue in favor of the City of San Bernardino, recorded March 13,2002 as Instrument No. 2002- 0124767, Official Records of San Bernardino County, California. The above described parcel ofland contains 36.657 acres, more or less. Development Agreement No.3 Exhibit B - Vested Property EXHIBIT B VESTED PROVISIONS The following portions and provisions of the Specific Plan are the Vested Provisions: (a) Chapter IV, Paragraph D, entitled "Land Use", on pages IV-4 through IV-6 (including Land Use Districts Map, Exhibit IV-2, at page IV-5 and Land Use Summary Table IV -1 at page IV -6). (b) Chapter V, Paragraph F, entitled "Land Use Districts", on page V-9 and pages V -11 through V -25 (including the Suggested and Permitted Use Table V -2 at page V-22 and the Trade Park District Table V-3 at page 24-25). (c) Chapter V, Subparagraph G.l, entitled "General Standards", on pages V-26 and V-27 (including the Development Standards Table V-4 at page V-27). (d) City Resolution No. 2004-324, approved by the City on October 7,2004. Copies of the above-referenced vested provisions of the Specific Plan are attached as part of this Exhibit B, which vested provisions are current as of the date of the last amendment to the Specific Plan dated October 17, 2005. Development Agreement between City and Developer No.4 CPBAP.DOC Exhibit B I I EXHIBIT B, Item (a) LAND USE Chapter IV, Paragraph D PAGES: IV-4 through IV-6 EXHIBITS: Land Use Districts Map Exhibit IV-2 found on page IV-5 TABLES: Land Use Summary Table IV-l found on page IV-6 C.6 A4.9~acre parcel between Tippecanoe Avenue and Memorial Drive wHas hesR transferred to the U.S. Forest Service (USFS). However. federal legislation is aHyreRtl;- eeaEliaehas been enacted bv Congress to Drovide for the transf-er of this site baelHo the IVDA aaeto2ether with the USPS movin~ to another location outside the Specific Plan boundaries fOr the ~llr~Bse sf iaveh'in; tke USFS, the CaliferRia Def3artmcRt sf FBFestry aRa Fire PFeteatioa, the Ge'lemer's Offiee efEmer~eRej' Serviees ane ether !!geRGles ia ajaiRt Hse fJregf8RI. refefl'e6 ta as FIRES COPE. TRis HSB is eaRsi~eRt .....ith the Omee Elesigft8tiea shewR eft theSpeeif.is PIllA. C.7 A ~re parcel along Perimeter Road jkas currently in the process of bejeng transferred to the San Manuel Indian Tribe as Public Benefit land and an additional oarcel of approximate Iv 30 acres was transferred from the Air force to the IVDA and then to the San Manuel Indian Tribe as Dart of the EDC. Another 2.26-acre Darcel north of Harry Sheppard Boulevard and west of Del Rosa Drive is also pendiOlt transfer to the San Manuel Indian Tribe. The use oftbese parcels shall be restricted to the types of uses described above and as stipulated in the Department of Defense (DOD) Record ofDccision (ROD). Use of any existing structures shall be consistent with the General Standards specified in Chapter V, Section 19.30.030 of this Specific Plan. Copies of the Records of Decision are provided in Appendix A. A detailed survey of the boundaries of these parcels has been prepared and is on file with the IVDA and the City of San Bernardino Planning Department. D. LAND USE The land use element of the Specific Plan is intended to build upon the land use patterns previously established and facilitate the orderly transition of the site to non-military use, accommodating new construction when appropriate and utilizing existing building types and related uses as long as possible in a compatible manner. I The overall project site has been identified with HYe-~distinct land use districts.. including . research and development, trade park, memee, industrial, &BEl reereatiaft apes 91'aee. Each land use district responds to a unique set of needs, opportunities and constraints offered by the existing setting and conditions. The land use districts represent broad policy groupings of common land uses combined with several unique aspects that require a focus at a more detailed scale. Thus; the discussion of each district includes a block by block set of land use planning guidelines that will serve as the basis for the land use controls and opportunities. These land use districts are illustrated in Exhibit IV -2 and summarized in Land Use Table N -1. As shown, the$pCcitic Plan .proposes an ultimate buildout of~ 12.1 U million square feet ofbuildmg floor area. "This represents an increase of approximately MM! million square feet over the previous Mi9tiBg building floor area in this section of the Base. The land use districts are further defined in Chapter V. IV-4 "JAV ~lVd. 3 z 4 . __ III o % Q Z ~ o ~ ... ......:l z ~ ~ E--< :::s S U <t: E f-< Z Q ~ E-< oll E--< 8 :I: lf2 0:: ~ f-< E-< fiJ Q ~ f;j "-..0 ~ lf2 ~ ><: ::;] ~ 0;: ... '" '" ~ ~ - '" "' ~ r=Ll if] b +-l \s- U Z , ......., r=Ll ? ~ I. +-l U .q::r if] ......., Q r=Ll Q) Q if] <r; ~ ~ 'DOE-< ~Z~ N j2S<r; I I ~Z ~<r;O >- cdZI---i O:~E-< f--! ~<r; b u cqZ f--! ......., 0::1 ~ ~ ......., r=Ll f--! ~ ~Z~ >< ~<r;Z W lfl(f)1---i TABLE IV-I SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN LAND USE SUMMARY District District Name Number FAR Acreage Bldg. S.F. Research & Development 1 0.5' 109.6 I. 2,225,916 Trade Park 3 0.5 152.8 3,327,984 Qftiee 4 M .w.+ 1 U,.998 Industrial Sa 0.5 .lli..28H . 3.373.2861,861,368 Sb 0.25 ~ 1.262.0421,511,169 Sc 0.5 12.6 274,428 Sd O.S ~ 1,.H)82.m~ S~ 0.5 29.2 635,976 Subtotal: MU~ 6.626.0201,194,8'7 Re8restisII 0"811 E",aee ~ 9 -14:,} 9 TOTAL 6~~z 12.179.92011,199,1 41- 1 The FAR of 0.5 does not apply to the 7.4 acre parcel deeded to the City for recreation purposes. 2 Excludes arterial streets. E. CIRCULATION When Norton Air Force Base was operational, public vehicular access through the facility was . restricted for security purposes. Major thoroughfares leading up to the facility, such as Tippecanoe Avenue, Del Rosa Drive and Mill Street were precluded from providing a greater role in facilitating area-wide and regional circulation. After military security was no longer required, these roadways were opened up, and now form the foundation. for the future circulation network. This system will compliment the proposed land uses and link the site to the surrounding roadway network. The IVDA has completed construction of major improvements to the following roads: Tippecanoe Avenue between Mill Street and Third ~tHlUFY SkepplH'Ei Beale'lafti; Harry Sheppard Boulevard between Tippecanoe Avenue and Leland Norton Way; Mill Street from Lena Road to TipJlecanoe Avenue. Third Street from Tippecanoe Avenue to Del Rosa Drive. and Del Rosa Drive between Third Street and Harty Sheppard Boulevard., These streets will serve as the primary backbone circulation system for the Specific Plan area, while simultaneously linking the site to the.existing external circulation network. Additionally, recommendations have been included in the plan for upgrading the regional circulation network to meet projected needs. It is aRtieif)ated tRat Mill Street imf)Fevemsats Weffi IV-6 I EXHIBIT B, Item (b) LAND USE DISTRICTS Chapter V, Paragraph F PAGES: Page V-9 Pages V-l1 through V-25 TABLES: Suggested and Permitted Use Table V-2 found on page V-22 Trade Park District Table V -3 found on page 24-25 I New traffic signals have been installed at the intersections of Tippecanoe Avenue and Harry Sheppard Boulevard, Del Rosa Drive and Harry Sheppard Boulevard, Tippecanoe and Palm Meadows Drive and Lena Road and Mill Street, again as part of the scheduled road improvements being installed with the first phase infrastructure improvements. A traffic signal is also planned at Third Street and Leland Norton Way as part of the access improvements planned by the San Bernardino International Airport. Lastly, a new traffic signal will be required at the intersection of Third Street and Central Avenue (in the City of Highland) at such time as new development activity provides sufficient additional traffic to warrant that improvement. F. LAND USE DISTRICTS F.l The purpose of each Land Use District is defined as follows: F.1.l District 1 - Research and DeveloDment (R&D) Located between Harry Sheppard Boulevard on the south, Third Street on the north, Tippecanoe Avenue on the west, and Del Rosa Drive on the east (see Exhibit V -4), Research and Development (District 1) is intended to accommodate a wide variety of research and development related uses including manufacturing, light industrial, neighborhood commercial, laboratories, office professional use, vocational training and educational filcilities, institutional, and recreational open space. The intent is to combine these land uses and implement them under a "campus" concept. which ties these uses together with broad landscaped and well lighted pedestrian walkways. The extent to which raw materials will be manufilctured will be limited to that necessary to adequately test and analyze new products. The scale and intensity of these uses may allow for the interim use of existing building stock. Research and development facilities may include the manufilcturing, assembly and testing of products which are characterized as clean and generate non-hazardous byproducts. Neighborhood commercial uses may include a food court, retail stores, neighborhood services, and restaurants. Desired office uses would include a broad range of supporting uses in a well landscaped setting. Potential uses include medical offices and clinics, corporate offices, governmental and institutional uses, administrative and professional offices, daycare facilities, fmancial services and supporting commercial. 0" . Site design should consider existing uses within the research and development district (see ExhiPit V-4). These existing uses include the Loma Linda University Medical Clinic on Third Stree~ west sf Otte Gerieke Drbe which serves a medical clinic to the local area population. Additionally, the San Bernardino Community College District facility located on the west side of Del Rosa Drive north of Harry Sheppard Boulevard should encourage the establishment of business incubator uses that would benefit from the existing educational V-9 " -, Exhibit V-4 Research & Development (R&D) Land Use District 1 ^' ) 1 ., J @ N i NO SCALE LOCATION: THE RESEARCH AND DEVELOPMENT DISTRICT IS BOUNDED ON THE WEST BY TIPPECANOE AVENUE, ON THE NORTH BY THIRD STREET, ON THE EAST BY DEL ROSA DRIVE AND ON THE SOUTH BY HARRY SHEPPARD BOULEVARD. facilities. The existing City of San Bernardino Recreation Park facilities located at the northwest comer ofRialto Avenue and Del Rosa Drive should encourage a commercial health club or similar facility. The vocational and educational uses may range from a potential special attendance high school for technical and research training to Community College District facilities for post:- high school education and training. All of these facilities will be oriented to research and development activities associated with technical park facilities and activities. As a matter of policy, the specific plan does not propose the retention of residential housing units. The existing officers housing alongTippecanoe Avenue will need to be removed prior to development in this area. Parkway landscaping along Tippecanoe Avenue shall be designed to enhance the sites attractiveness and lessen the visual impact of adjacent parking areas. Condition should be given to locating building mass to buffer potential airport noise from the site users. Access points will be determined as part of the City's development review process and should consider existing traffic patterns outside the specific plan area, coordination with office and industrial uses to the south and tourist commercial and airport uses to the east. F.1.2 District 2 - Tourist Commercial (TC) Generally located at the southeast comer of Third Street and Del Rose Avenue (see Exhibit V-5), Tourist Commercial District 2 is intended to include tourist commercial uses to capitalize upon the site's proximity to the Airport. The type of uses desired for the site include high quality restaurants, hotel, visitor serving and specialty retail, offices, airport- related commeroiaVoffice support facilities, meeting and conference facilities. Site design considerations include allowing primary access from Del Rosa Drive at a location consistent with access to the Research and Development District 1 to the west. The massing of buildings should occur along the southerly and easterly property lines to allow for the creation of an internal site focus and visual orientation away from the airport. This will also be beneficial by using the building mass to buffer potential airport noise from site users. The combined attributes of the Tourist Commercial District 2 location and allowed uses provide the opportunity to establish individuaVfreestanding uses such as restaurants at the northwest and northeast comers of the site. Parking areas will be located within the center of the site and be screened from adjacent streets with parkway landscaping. F.l.3" District 3'-'-. Trade Park (TP) Generally located between Lena Road on the west, a drainage channel. known as Timber Creek on the north, Tippecanoe Avenue on the east, and Mill Street on the south (see Exhibit V -6), this unique district is intended to provide the image of a self-contained "World Trade V-12 Exhibit V-5 Tourist Commercial (TC) Land Use District 2 LOCATION: THE TOURIST COMMERCIAL DISTRICT 2 IS BOUNDED ON THE WEST BY DEL ROSA DRIVE, ON THE NORTH BY THIRD STREET AND ON THE EAST BY LELAND NORTON WAY. Exhibit V-6 Trade Park (TP) Land Use District 3 LOCATION: THE TRADE PARK DISTRICT 3 IS GENERALLY BOUNDED BY LENA ROAD ON THE WEST, TIMBER CREEK DRAINAGE CHANNEL ON THE NORTH, TIPPECANOE AVENUE ON THE EAST, AND MILL STREET ON THE SOUTH. F.I.4 Dlstriet f Omee (0) Leeated ~etweeR Til3l3eeaRee f.'/sR1:Ie aft the Wtl5~ HaRj' Shel3l3aM Be1:lle...arEl eft the ReFtk, Memerlal Drh'e eft the east, &AEI Mill SlHet eR die se1:lth (see Exhieit V 7), Omee DistFiet 1 is prel30sea ta eeeommeaate a ~reaa r8Rge at" emes aREI SHJ3l3ertiRg eemmereiaJ1:Ises iR a welllaRElseapee selitiRg. OesiFeEf uses iReluEle medieal eftiee5 and eHales, 66FpeFate emees, admiaistFati'le aaal3FefessieRal emees, aay eare fasilities, fiReRsisl sawiess BREI sl:IPl3eFtiRg eemlBereial. Site aeSigR iss1:les iftsl1:l~e lintitiag ',.ehielller assess te Til3l3eeaRee A'o'eRlIe at a tetel effe1:lr ElIHfy ariyes. Right tums eRIy in BRa el:lt eftke area aleRg Tipp8elHl.ee AveR~le are Resessary te maiRtaiR aEletl1:late '1ekisular ma"/emsRt. Vehielllar Beeess peiRts aJeRg Memenal On';e will alse he eeeNliRateEl with Dismst S. The massiAg ef hHildiRgs '.'I'iII eeel:lr primarily aJeRg TippeesRee .\':eR1:I6 v..ith the l3al'lEiag areas adjaeeRt te MefRerial ~ F.I.S Db.rid 5 - Industrial aND) Located in ~five distinct subareas (see Exhibit V-8), Industrial District S is intended to accommodate a variety of industrial uses of varying scale and intensity, taking advantage in two of these locations of the previous land use and building occupancy patterns established during operation of the Base including the availability oflarge buildings, aviation related activities, and compatibility with adjacent uses. It is expected that initial site tenants will utilize existing buildings to the extent feasible. In all cases, any manufilcturing, assembly or similar activities must occur within an enclosed building. Industrial Subarea Sa, generally located east of hew/eeft MelBerial Dri'le &Be Leland ~1epteB Way Tiopecanoe Avenue and south ofHarrv Sheopard Drive (see Exhibit V-8), Subarea Sa is proposed to include industrial uses, including manufacturing, assembly, ware- housing and distribution facilities. Site design issues include the creation of vehicular access points at generally equal intervals around the perimeter of the area. The location of these access points will be based upon the location of adjoining access points and driveways between existing industrial buildings. This access feature relates directly to the massing of future buildings in an alignment similar to the existing building arrangement. By locating buildings in this manner the existing parking areas and mature trees can be retained. Vehicular access points -should be generally evenly distributed, rather than grouped. Two access points are proposed along Mem8l'ial Drhe, Harry Sheppard Boulevard and three ~ Del Resa Orbs. ORe access points at Tinoecanoe Avenue, w9ulEl ~e alleweEl at the e:lftensiea efMjIl SWeet. The area adjacent to Harry Sheppard Boulevard and Memarial DriveTippecanoe Avenue '.shall be subject to increased setbacks and landscape screening to ensure compatibility with adjacl'llt land uses. It is expected that the existing on-site structures will be utilized on an in.terlln basis subject to improvements to satisfy public health and safety standards. The transition over time to new construction will be dependent on user needs and requirements. V-I5 Exhibit V-7 Office (0) Land Use District 4 LOCATION: THE OFFICE DISTRICT 4 IS LOCATED BETWEEN TIPPECANOE AVENUE ON THE WEST.HARRY SHEPPARD BOULEVARD ON THE NORTH. MEMORIAL DRIVE ON THE EAST AND MILL STREET ON THE SOUTH. Exhibit V-B Industrial (IND) Land Use District 5 Subareas 5a, 5b, 5c LOCATION: THE INDUSTRIAL DISTRICT 5 IS DISTRIBUTED INTO FOUR SUBAREAS. INCLUDING 1) SUBAREA 5a. BOUNDED ON THE WEST BY MEMORIAL DRIVE. ON THE NORTH BY HARRY SHEPPARD BOULEVARD. ON THE EAST BY THE SOUTHERLY EXTENSION OF DEL ROSA DRIVE. AND ON THE SOUTH BY THE EASTERLY EXTENSION OF MILL STREET AND THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY; 2) SUBAREA 5b. AN IRREGULARLY SHAPED AREA BOUNDED ON THE NORTH BY THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY AND ON THE SOUTH BY PALM MEADOWS DRIVE AND A UNE ROUGHLY PARALLEUNG THE SANTA ANA RIVER; AND 3) SUBAREA 5ca BOUNDED BY THIRD STREET ON THE NORTH. AND BY SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY ON THE REMAINING SIDES. Industrial Subarea 5b (see Exhibit V -8) is proposed to provide for golf course and future industrial uses. The existing golf course will be maintained until the demand for industrial land iustifies its develooment.eueeeas 1ftat available iR the ealaaee aetAe Speeifie Plaa. Site design considerations include coordinating access points along Palm Meadows Drive with Subarea Sc as part of the City's development review process. At such time as this area is to be converted from golf course to industrial development, an overall site plan shall be prepared and approved by the City. It SHeulEi be Eiesigaeel sa that a pemeR af tlie galf eaume saa rema.iR, pessiel)' as a HiBe kale 8al:1fSe, sen<iag the initial Eie\'elapment pRase. k is aatisipateEi that tRis area will be the last te ee EievelapeEi. Industrial Subarea 5c (see Exhibit V-8) is located south of Palm Meadows Drive and is proDosed for future industrial uses. Site desim considerations include coordinatinl! access points alonll Palm Meadows Drive with Subarea 5b to the north. as Dart of the Citv's develooment review DrocesS. Land uses and develoDment tvpes in this subarea shall be similar to what is developed in Subarea Sb. Industrial Subarea 5d,e (see Exhibit V-8) is proposed to include industrial related facilities. The uses for this subarea are proposed to be large induStrial operations, such as manu- . facturing, assembly and distribution activities, in addition to aircraft sales and service, and "tbrough-the-fence operations. II A "through the fence operation" m~ans that an aviation related or dependent industrial use backs up to and has direct acceSs to airport operations inside the fenced airport boundary. This allows planes to come directly to the facility to offload or take on cargo, avoiding unnecessary extra handling and tracking. Existing paved parking areas may be maintained as large contiguous shared parking areas. Site design issues include the creation of primary access points along Third Street at Victoria Avenue and Central Avenue. The existing perimeter road that serves airport users within the airport ownership and that enters the area from the west and extends east to Victoria Avenue shall be maintained. Future site development planning may extend this perimeter roadway through the area if deemed desirable for enhanced circulation and access depending on ownership and site design. An optional circulation pattern could extend the road eastlwest along the southerly boundary linking Victoria Avenue with Central Avenue. However, this would impact pcitential through-the-fence operations by placing a public street between on- site users and the airport. This would result in preventing direct access to the airport cargo freight operations that might otherwise have been available for potential industrial users. .- Setae. aaEllaeElseapiag R}EJ.uifemeats shall be eansisteat v.<ith that R}ttairea OR the airpelt I3felJe,ftY adjaeeat ~.tfte west. , lndustrial Subarea 5!fI (see Exhibit V -8) Generally located at the southeast comer of Del Rosa Avenue and 3 rd Street is proposed to include industrial uses including manufacturing, assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. V-18 assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. Site design includes primary access off3rd Street at Leland Norton Drive and off Del Rosa Avenue. Access points will be detennined as part of the city's development review process and should consider existing adjoining access points and driveways, and coordinate with Trade Park (TP) uses to the west and airport uses to the south and east. Y.U; Distriet (; ReereatisB OBeR Sasee (KOSI R-eereatieR Open Spaee Dismet (; iftel!lEles an Em!a withia the slear zaRe SR the west eeEt af the aif1'aft f1tfnvay (see Euhil:lit V 9). This /!fea represeats a sigflifieaRt peffftaneat open spaee FeteatieR withiR the prejeet. Mast sf this Mea will eSRtiMl9 ta he liseil as resreaaeR speR spaee far galf eaupse pltrpases. Uses withiB this area .....m he IimiteEl ta Ianasellf'eEl spen spaee, gelf eallFSe, aRiI temparat'y 115es sYhjeet te the TempaFllf}' Use PeftBit pf9"/isieftS sethe DaveleplReM CeEle. ..\II yses prepsseEl witftiR the Clear Zeae shall eemp!)' with the FeEluiFeR'leRts aHA-A. rSgt:llatisRs, FAR Part 77. F.2 Specific Plan LaDd Use District Map The International Trade Center Specific Plan Land Use District Map defmes the geographic location of each of the land use districts as described in Sections F.l.l through F.1.~' above. The Specific Plan Land Use District Map is hereby incorporated as Exhibit V-I O. F.3 Permitted Uses The uses listed in Table~ V -2 and V -3 shan be allowed within the designated land use district subject to the City of San Bernardino Development Pennit procedure pursuant to Chapter 19.44 of the Development Code unless otherwise noted. . ,~., V-19 Exhibit V-9 Recreation Open Space (ROS) Land Use District 6 LOCATION: RECREATION OPEN SPACE DISTRICT 6 IS LOCATED OFF THE SOUTHWESTERLY END OF THE AIRPORT RUNWAY. .,", ~ - Cl Z .~v WTVd ~ 0 ~ .... ......:l z ~ Sl z_.~~ ~ 0- 0 E-<~ 3 " u< ~ J--<Z " ~E-< ~ :.: , E-<8 :I: ~ U 0- lf2o:: ~ '" J--< E-< ~ Cl~ &l ~ 0: ~Q ~ lf2 ;:J - '" '" , , ~ N ~ I rn b ~ ~ U Z . .--I ~ :;..., I. ~ U .cp m . r-I Q ~ Q) Q m <c ~ ~ 'UO~ ~Z~ j25<c 0 I ~Z ~ ~<cO I roZI---l >- P:~~ ~~ ~ U ~Z ~ . .--I CO ~ ~ . .--I ~ ~ ~ ~Z~ x ~<cZ ~ UJ.cnl---l TABLE V-l SUGGESTED AND PERMITTED USE District Suggested Uses Permitted Uses Research and Research and development, light As listed in the OIP (Office Industrial Development (I) manufacturing/industrial, laboratories, Park) District, Section 19.03.020 of the related office uses. Development Code except that no residential uses shall be allowed. Food court, retail stores, neighborhood As listed in the CN District, Section commercial services, restaurant, 19.06.020 of the Development Code except automobile service station. as follows: (a) no residential uses shall be permitted. (b) convenience stores will be permitted as an ancillary use to an automobile service station subject to a Conditional Use Permit (CUP). Medical offices and clinic, corporate and As listed In the CO (Commercial Office) professional offices, day care facility. District, Section 19.06.020 of the Development Code except as follows: (a) No residential uses shall be allowed including Residential Care and Senior Congregate Care Facilities. Health club, recreational commercial uses, As listed In the PCll (Public/Commercial indoor and outdoor, public and private. Recreation) District, Section 19.10.010 (2) Alternate uses are educational facilities, (A) of the Development Code. such as a technical school. Trade Park (3) Trade Park with conference and See Table Y-3 convention facilities, hotel, offices, restaurants, wholesale businesses, warehouse and light Industrial uses including some assembly. omee (i) Medlael eRiees ami eliRie, eerpllf8te BR.J /1.1 listed iR the CO (CsHII1lereial Ome~) I'Fefeslieaal emees, day eare fMi1I~. D19lI'iB\ SeefieR 19.9'.939 eftke Develel'lfteRt Cede eneept 118 fellews! (a) Ne _id_a1l1ses _11 he aile',. ed - - iRellllling Re6lElaatlal Cere and Seaier Ce"8PBg8te Cere Faeil!ties. Industrial (5) Large industrial related operations As listed in the CO (Commercial Office) including manufacturing, assembly, distriCL Section 19.06.020 of the distribution, aircraft sales and service and DevelQDment Code. and In the OIP (Office airport related uses. Alternate ~es are Industrial Park) DistricL Section 19.08.020 comorste and professional offices and business oCthe Develonment Code. except that no 1-' IIIdsi.-Golf Course will remain. as an residential uses shall be allowed lncludlni ., intj:rltn use. Residential Care and Senior COnl!rellllte Care Facilities. A.!&Ais listed in the IL (LImited Industrial) District, Section 19.08.020 of the Development Code. except as follows: V-22 District Suggested Uses Permitted Uses (a) Aircraft sales and service shall be an additional use permitted subject to a Development Pennit. (b) Processing facilities (recycling) shall be subject to a conditional use pennit (CUP). ReerealieR OileR l.aRdsealled epen sllaee, galf eellFSe, RS As listed ift die PCR (PlIl3lielCBltlmereial Epsee (Ii) stftletllflll iRlpl'EWlllfteR!5 permitted elleept ReefeatiaR) DIslrilll, EeetiaR 19.19.919 (2) 15 mar !:Ie IIPPl'eved thl'tlllgh a Tempe 1'81')' (I.) efthe DevelepR18Rt Cefle eneefJt that Use Permit. I.RY ttee prepssetf shall pel'ft'litlellllseo shell se limited Ie, eeRlllly v:idl me P8l111if8llleAts speeifiesby (a) epllft spaee FAR Pelt 771ft the elear i!SElRe area. (II) plIslielflrh'llIie galf ealfl'SB (8) ether suek HB~ lkat the Direater IRa}" fiRd similar .....ilk mese Hses IislesabBve. pllFSllMt te EMieR t 9.92.919 (3) All Districts (1-~6) Temporary uses of existing struclu.res or No pennitted uses. All uses are subject to filclllties for their original intended use a temporary use permit to be reviewed and under the Air Force jurisdiction. BlEample! approved by the City of San Bernardino. The sal'ftleks may be IIses fer tfaRsitieRaI ftellSiRg te SlippeR elller aeti'lilies eeelll'l"iRg ',vldtift tOe Speeifie Pie areR eF AifllBI't, slIek 15 fire el'ews Sl&giRg te 8SlRl!at\-;ilEIfiN& iR BHp,aft erlke U.g. fere91 8erviee. -:'; V-23 TABLE V-3 TRADE PARK DISTRICT The following list represents those primary uses in the Trade Park District which are pennitted subject to a Development Permit (0) or Temporary Use Permit (T): Land Use Activity Development Review Process A. All offices. includinl! Administrative and Professional Offices 0 B. Automotive Related Uses I. . Service station 0 2. Vehicle leasing/rental D C. LodglnglMixed Use Facilities I. Hotels 0 D. EatlnglDrinklng Establishments I. Lounge w/on-sale alcoholic beverages D 2. Restaurants, no drive-thrus D E. Entertalnment/Rccreation I. Auditorium, convention halls, theaters 0 2. Miscellaneous Indoor 0 F. Financial services . D O. Left blank H. Personal service l. Barbcrlbcauty/nall shops 0 2. Dancelkaratc studios D 3. Dry cleaners 0 4. Health/athletic club D S. Laundromats D I. Retail Commercial I. Bookstores D 2. Drug stores 0 3. Flower/gift shops 0 4. General mcrcbandise D S. Indoor retaI1lWholesale malls D 6. Office supplies/equipment D 7. Specialty food stores D J. Service Commercial 1. Catering establishment 0 2. Clcaningljanitorial 0 .., 3. Copy centcrslpostal service centcrslblueprinting 0 4. Laboratories D ~.,' Misccllaneolls repair/services (indoors) 0 6. Recycling facilities (reverse vending) 0 7. Travel agencies . 0 K. Industrial Uses 1. AssembliDJZ. cleaning, manufacturinll. Dr0ce5sinll. D V-24 Land Use Activity Development Review Process K. Industrial Uses 1. Assembling, cleaning, manufacturing, processing, D repairing or testing of products including automotive related (except dismantling) and welding and excluding explosives, conducted entirely within an enclosed structure except for screened outdoor storage areas. 2. Crematory D 3. Dwelling for security guard or caretaker D 4. Funeral parlors/mortuaries D 5. Recycling facilities (light processing available for onsite D users only. Must be wholly enclosed within a building.) 6. Research and development D 7. Towing service D 8. Transportation/distribution D 9. Warehousing and wholesaling, including self-service D mini-storage. L. Others 1. Antennae/Satellite dish D 2. Cable companies D 3. Clubs/LodgeIMeeting halls D 4. Day care facilities D 5. Educational services D 6. Fences/walls D 7. HeliportslHelipads D 8. Libraries D 9. Museums D 10. Outdoor recreation D 11. Parking lots D 12. Parking structures D 13. Police/tire protection D 14. Public utility uses D IS. Radio/television broadcasting D 16. Temporary uses T 17. TradeITech schools D 18. Accessory structures (typicallv 3DDUTtenant) D Other similar uses which the Director tinds to tit within the pwpose/intent of the zone district, in compliance with Section 19.02.070(3). ,~; V-25 I Exhibit B, Item (c) GENERAL STANDARDS Chapter V, Subparagraph G.t PAGES: Pages V-26 and V-27 TABLE: Development Standards Table V-4 found on page V-27 I G. DEVELOPMENT STANDARDS G.t General Standards Development standards shall be consistent with the standards contained in the following Table V-4. G.2 Land Use Specific Standards Special use standards for this Specific Plan shall be applicable to the following uses: a. Convenience stores b. Day care facilities c. Mini-storage d. Recycling facilities for reusable domestic containers e. Service stations The standards for these uses shall be consistent with the provisions contained in Section 19.06.030(2) of the Development Code. G.3 Property Development Standards G.3.! Property development standards shall be consistent with Section 19.20,020 of the Development Code except: 1. Exterior building walls, 2. Screening, and 3. Solar energy. G.3.2 Intersection and Corner Visibility To ensure clear and unobstructed visibility at intersections, landscaping planting and signs shall be limited to three feet in height within the following defined areas at street and driveway intersections and as illustrated in Exhibits V-II and V -12: Type Primary street Secondary street Local street Driveways Distance From Intenection 50 feet 35 feet 25 feet 25 feet .,-, V-26 TABLE V-4 DEVELOPMENT STANDARDS Districts Development . Standards G R&D IND JWS TP Net Lot Area (min.) .,He. lac. NA WA- NA Building Setback I from Street (min.) ~ 2S'(P) 2S'(P) WA- 2S'(P) ~ 19'(S) ~ 2S'(D) W(8) IS'(L) 19'(S) 19'(S) ~ IS'(PR) IS'(L) IS'(L) ~ 10'(PR) 10' (PR) Building Setback from Property Line (min.) ~ 10'(A) and 0' or 20' WA- 0' or 20' M4 IO'(B) (AXB) (AXB) ~ Building Separation (min.) ~ 20' 20' WA- 20' Building Setback along 3nl Street (min.) Nt\- 37'(C) 37'(C) NA NA Parking Setback (min.) - 32'(C) 32'(C) NA 20'(P) ~ 20'(p) 20'(P) 14'(S) ~ 14'(S) 14'(S) 10'(L) ~ I O'(L) IO'(L) Building Height (max.) 69! 60' ~,3 NA 120' Floor Area Ratio (max.) ~ .S. ~.S NA: .5 Lot Frontage (min.) WA- 100' 100' I'M- NA (P) Major Arterial (S)4 Secondary ArteriallSpecific Plan Collector (L) Local Road (PR) Private Road (A) Rear setback (B) Interior side setback (C) 3nl Street setback (includes 12' bicycle path) (0) Mill Street setback (100' right~f-way) All setbacks are measured from the right-of-way on public streets and from the back of curb or sidewalk on private roads. 2 Setback can be either dimension or greater than 20', but nothing in between. I J Sublect to FAA heilzht requirements for uses located near the runwav. For industrial uses located adjacent to Third Street, maximum height is 100'. 4 The -secondary ~rial contains 6' oflandscaping within the right-or-way in addition to the landscaped setback (see Exhibit V-3). ~ ." V-27 , Exhibit B, Item (d) I City Resolution No. 2004-324 Approved by the City on October 7, 2004 ~ 1 2 RESOLUTION NO. 2004-324 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN AMENDMENT NO. 04-03 AND SPECIFIC PLAN AMENDMENT NO. 04-02 TO THE GENERAL PLAN OF THE CITY OF SAN BERNARDINO, TO AMEND THE GENERAL PLAN LAND USE DESIGNATION FROM SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN TOURIST COMMERCIAL TO INDUSTRIAL FOR 30 ACRES AND TO DELETE LELAND NORTON WAY FROM 6 THE CIRCULATION ELEMENT, APPROVAL OF DEVELOPMENT PERMIT II NO. 7 04-27 TO CONSTRUCT AN AIR CARGO FACILITY, AND APPROVAL OF LOT LINE ADJUSTMENT NO. 04-13 TO ACCOMMODATE THE PROJECT, WHICH IS 8 LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA AVENUE. 3 4 5 9 10 11 12 13 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDfNO AS FOLLOWS: SECTION 1. Recitals (a) WHEREAS, the General Plan for the City of San Bernardino was adopted by the 14 Mayor and Common Council by Resolution No. 89-159 on June 2, 1989. 15 16 17 18 (b) WHEREAS, the San Bernardino International Trade Center Specific Plan was adopted by the Mayor and Common Council by Resolution No. 96-50 on March 4, 1996. (c) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 19 04-02 (a proposal to change the General Plan Land Use Designation from San Bernardino 20 International Trade Center Specific Plan Tourist Commercial to Industrial for approximately 30 21 acres located on the south side of 3rd Street, east of Del Rosa Avenue, to delete reference to 22 Tourist Commercial from the Sp~~ific Plan, and to remove Leland Norton Way from the 23 Circulation Element) was considered by the Planning Commission on September 8, 2004, after a 24 noticed public hearing. The Planning Commission's unanimous vote on a motion to recommend 25 26 ap~rpval of the General Plan Amendment and Specific Plan Amendment has been considered by 27 the Mayor and Common Council. 28 21 22 2004-324 1 2 3 4 5 (d) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 were reviewed under the California Environmental Quality Act (CEQA) through an Initial Study which found no significant adverse effects on the environment related to the amendments. (e) WHEREAS, the Initial Study also analyzed impacts related to Development Permit II 6 No. 04-27 for the development of a 368,550 square foot air cargo facility in the area included in 7 8 9 10 11 the amendment area and an adjacent site, as well as consistency with the Final Environmental Impact Report and Traffic Impact Analysis certified in conjunction with adoption of the San Bernardino International Trade Center Specific Plan. (f) WHEREAS, the Initial Study concluded that the proposed aIr cargo facility was 12 within the scope of Final Environmental Impact Report and Traffic Impact Analysis; and that 13 there were project-specific impacts that could be mitigated to a level of less than significant 14 15 based on inclusion of mitigation measures identified in the Mitigation Monitoring Plan. (g) WHEREAS, the Mitigated Negative Declaration pursuant to CEQA has been 16 reviewed by the Planning Commission and the Mayor and Common Council in compliance with 17 18 19 the California Environmental Quality Act (CEQA) and local regulations. (h) WHEREAS, the Planning Commission and the Mayor and Common Council 20 independently reviewed, analyzed, and exercised judgement in reviewing the Initial Study in making their determinations. - (i) WHEREAS, the Mayor and Common Council held a noticed public hearing on 23 October 4, 2004, and fully reviewed and considered proposed General Plan Amendment No. 04- 24 25 03 and Specific Plan Amendment No. 04-02, the Planning Commission and Environmental Rev!ew Committee actions, the Planning Division Staff Report, and all written comments 26 1 27 28 received. 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 (j) WHEREAS, the adoption of General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 is deemed in the interest of the orderly development of the City and is consistent with the goals, objectives and policies of the General Plan and the San Bernardino International Trade Center Specific Plan. SECTION 2. Mitigated Negative Declaration NOW, THEREFORE BE IT RESOLVED, FOUND AND DETERMINED by the Mayor and Common Council that the proposed amendments to the General Plan of the City of San Bernardino and the San Bernardino International Trade Center Specific Plan, the proposed air cargo facility and related lot line adjustment will have no significant adverse effects on the environment beyond those previously identified with certification of the Final Environmental Impact Report and Traffic Impact Analysis and with incorporation of the proposed project- specific mitigation measures; and that the Mitigated Negative Declaration heretofore accepted by the Environmental Review Committee as to the effect of these proposed amendments and development project, is hereby ratified, affirmed and adopted. SECTION 3. Findings - General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: A. The proposed amendment is internally consistent with the General Plan and the San Bernardino International Trade Center (SBITC) Specific Plan in that changing the land use designation from Tourist Commercial to Industrial and deletion of reference to Tourist Commercial from the Specific Plan is consistent with General Plan Objective 1.39 which states, "Promote the development and use of the existing airp0l1 facilities and 3 1 2 3 4 5 6 7 8 9 10 11 ]2 13 14 15 ]6 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 related buildings as an international aIr camer airport with aviation-related office, commercial and industrial uses." Removing Leland Norton Way from the Circulation Element of the General Plan and SBITC Specific Plan will not affect traffic/circulation patterns within the Specific Plan or Airport areas, or the adjacent areas. Although Leland Norton Way was designated as a Secondary Arterial, it only accessed 3rd Street from a point in front of the existing terminal. The terminal can still be accessed from Del Rosa Avenue and Leland Norton Way, as a Secondary Arterial, is not necessary. B. The proposed amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City in that the proposed development will have to comply with all local, state, and federal requirements. C. The proposed amendments would not impact the balance of land uses within the City in that the proposed change in land use designation represents a relatively small percentage of the overall land uses within the City. D. In the case of an amendment to the General Plan Land Use Map, the subject parcel(s) is physically suitable (including, but not limited to access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested land use designation(s) and the anticipated land use development(s) in that all required utilities and public services can adequately serve the site. SECTION 4. Findings - Development Permit II No. 04-27 BE IT FURTHER RESOL YED by the Mayor and Common Council of the City of San Bernardino that: A. The proposed development is permitted within the subject zoning district with approval of the amendments to the General Plan and San Bernardino International Trade 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 Center Specific Plan. The warehouse/distribution portion of the project will be located within the Industrial land use (zoning) district. The proposed project is a permitted use in this land use district, as listed in Table V-2 of the SBITC Specific Plan, with approval of a Development Permit. The airport-related portion of the project is a permitted use in the "A," Airport land use district as listed in Table 19.12A.020 of the Development Code, with approval of a Development Permit. The proposed project complies with all applicable provisions in the SBITC Specific Plan and the provisions of the Development Code, including the industrial design guidelines as shown on the site plan, elevations, and landscape plan, and the Conditions of Approval. B. The proposed air cargo facility is consistent with the General Plan and Specific Plan. The San Bernardino International Trade Center Plan includes the following goals: · Meet Economic Development and Redevelopment Needs · Encourage future business development, generate or create new jobs for the community and provide revenue · Provide for a broad mix of commercial, office and industrial development opportunities consistent with the overall objectives and policies established for the property · Comply with the City of San Bernardino General Plan . Be consistent with state law. Development of the project assists with the Inland Valley Development Agency's and San Bernardino International Airport Authority's goals of providing new development, creating new jobs, and providing revenue. The DHL Air Cargo Facility is a major warehouse/distribution facility, consistent with the mix of permitted uses. The 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 proposed project is in compliance with the Specific Plan, which itself is consistent with the City's General Plan, and is consistent with applicable state law requirements. C. The proposed facility will be compatible and harmonious with the existing and surrounding land uses in the area. The proposed new construction will enhance the existing site and be a benefit to the surrounding area due to its architectural design, on- site and off-site improvements, and landscaping improvements. D. Approval of the Development Permit for the proposed development is in compliance with the requirements of the California Environmental Quality Act and Section 19.20.030(6) of the Development Code. On the basis ofthe Initial Study, the Development/Environmental Review Committee found that although the proposed project could have a significant effect on the environment, there would not be a significant effect in this case because all potentially significant effects (a) have been analyzed adequately in an earlier EIR pursuant to applicable standards, (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that were imposed upon the proposed project, and (c) no events have occurred which require the preparation of a supplemental EIR or addendum to the EIR. Although there will be new noise impacts associated with the introduction of DHL aircraft, the number of airplane flights, and related noise, are within the scope of the Initial Study prepared for the Interim Airport Operating Plan. That Initial Study also incorporated, by reference, the 1990 IVDA Redevelopment Plan Final Environmental Impact Report. E. There will not be potential significant adverse impacts upon environmental quality and natural resources that could not be properly mitigated and monitored. Prior to approval of the SHITC Specific Plan, the City certified the Environmental Impact Report and 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 Traffic Impact Analysis, and adopted the Mitigation Monitoring Program. In addition, mitigation measures for this project are included in the Initial Study, and also included as Conditions of Approval. F. The subject site is physically suitable for the type and density/intensity of use being proposed as evidenced by project compliance with all applicable Development Code and SBITC Specific Plan standards, and Conditions of Approval. G. There are adequate provisions for public access, water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety. All agencies responsible for reviewing access and providing water, sanitation and other public services have all had the opportunity to review the proposal and none have indicated an inability to serve the project. The proposal will not be detrimental to the public health and safety in that all applicable Codes will apply to the construction of this project. H. The location, size, design, and operating characteristics are consistent with all provisions of the Development Code and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. The proposed construction of the DHL Air Cargo Facility will be compatible with the existing development in the area. SECTION 5. Amendment BE IT FURTHER RESOLVED by the Mayor and Common Council that: A. The Land Use Plan of the General Plan and the San Bernardino International Trade Center Specific Plan of the City of San Bernardino is amended by changing the land use designation from San Bernardino International Trade Center Specific Plan Tourist Commercial to Industrial, for approximately 30 acres located at the southeast comer of 3'd Street and Del Rosa Avenue, and deleting reference to Tourist Commercial 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 from the Specific Plan. This amendment is designated as General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 and its location is outlined on the map entitled Attachment A, and described in Attachment B, copies of which are attached and incorporated herein for reference. B. General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 shall become effective immediately upon adoption of this resolution. SECTION 6. Map Notation This resolution and the amendment affected by it shall be noted on such appropriate General Plan maps previously adopted and approved by the Mayor and Common Council and which are on file in the office of the City Clerk. SECTION 7. Notice of Determination The Planning Division is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino certifying the City's compliance with California Environmental Quality Act in preparing the environmental documentation. III 8 r The foregoing resolution is hereby approved this October ,2004. 2004-324 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN 2 AMENDMENT NO. 04-03.... LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA A VENUE. 3 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint reRular meeting thereof, 18 19 20 21 22 23 Approved as to form 24 and legal content: ~~~ City Clerk H V ALLES, Mayor ity of San Bernardino 25 JAMES F. PENMAN 26 City Attorney . 27 BY:~ t. p~ 28 () 9 :1 i' r:l o I ~ I w UJI ~ >1 ~ ~ /pl ~ <( ~ ~'i~'- WI ~I ILl . It'l t'j" " 0 vo 0' ,0 (l)<D to Z N29'36'318W 29.07' I l~ i~ I I o o t'j II . - _.!:"" S44~24'468w 150.72' !:l =29"20'258 R;659.96' L=337.9S' ;.... !<l r' lO 10 ~ I ,,\'V ~~ b<~ & ~O <0 'i<) o !Xi v (() PARCEL 1 :;: . !<l .10 ~ P o z N88'S8'OrE - 298.59' IWL PARCEL LEASE TO IVDA S01'01'538E 47.30' N88'58'OIE 443.56' I:;: I~" I.!O ~ N 89"04'25H E I~P ~ 251.35' w 10 """ N45'55'3SHW Z 39.60 I N43"06'10HE PARCEL 2 41.73' I 1 : N41'20'548E J I 42.29' N89'53'09HE I 717.63' , 249.67' 328.05' 389.58 .- _~~30~~___~_~___~ N4S'55'OO"[ ~ RIALTO AVENUE b 42.80' !<l L PARCEL 3 <( ffi ...Jl/l w ~~ <(w ll..l/l ~~ _...J 538"42'448 W 84.51' NOTE: BEARINGS AND 'DISTANCES SHOl\fol HEREON ARE GRID, BASED ON_ 1HE CALIFalNIA COORDINA lE S'l'Slllt (NAD 8J) ZONE 5. TO OBTAIN GROUND D1STANCES,'DtIJlDE llfE DISTANCE SHOWN BY 0.99993157. REVISION PREPARED BY: Associated Engineers. Inc, 3311 EAST SHELBY STREET ONTARIO, CAUFORNIA 91764 lEL;(909)9BO-19B2 · fAX:(909)941-0B91 PREPARED fOR: SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PARCELS 1, 2 AND 3 SEPTEMSER 24, 2004 1.; \2004 \04Ofll\DWG\l!APPING\U::GALS\ZONEPLA T 2004-324 LEGAL DESCRIPTION PARCEL 1 A TT ACHMENT "B" In the City of San Bernardino, County of San Bernardino, State of California, being portions of Block 49 and 50 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcel "A-1" as described in a sub-lease by and between the Inland Valley Development Agency and Ming Plaza Development, reCOrded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline, 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of said Del Rosa Drive and the TRUE POINT OF BEGINNING; thence North 43'06'10' East, 41 .73 feet; thence North 89'04'Z5" Eas~ 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41020'54" West, 42.Z9 feet; thence North 89'53'09" East, 328.05 feet to a point hereinafter mentioned as Point "A"; thence North 01001 '53" West, 491.49 feet; thence North 88'58'07" East, 443.56 feet; thence North 01001'53" West, 687.37 feet to the beginning of a tangent curve, concave southwesterly, having a radius of 463.97 feet; thence along said curve through a central angle of 28034'38",231.41 feet; thence North 29036'31" West, 29.07 feet; thence North 79034'12" West, 17.19 feet to the southerly line of 3rd Street, said point bears 60.00 feet, measured at right angles from the centerline of 3rd Street; thence along said southerly line, South 600Z4'42" West, 229.83 feet to the beginning of a tangent curve, concave northwesterly having a radius of 659.96 feet; thence along said curve through a central angle of 29020'25", 337.95 feet; thence South 89"45'07" West, 328.38 feet; thence South 44024'46" West. 150.72 feet to the East line of Del Rosa Drive; thence along said east line South. 00'55'3S"Easl; 1l48.TI3leet!iftl1eTRUE POINTOFBEG1NNING. .. - . . .. .... EXCEPTING therefrom that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown on a Record of Survey No. 96-0174, filed as Book 108, Pages 76-77 of Records of Survey in said Office of the County Recorder, said poinl also being the southwesterly corner of Parcel "A-2", as described in said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of said Parcel "A-Z", North 01001'53" West, 491.49 feet to the northwesterly comer of said Parcel" A-2"; thence continuing, North 01 001'53" West, 47.30 feet; thence South 88"58'07" West, 296.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described in a Deed recorded May21, 1998 as Document No. 19980196585, ofOfficlal Records in said Office ofthe County Recorder, said point being distant North 00055'35" West, 247.00 feet from the northeasterly corner of said land described in said last mentioned Deed; thence along said northerly prolongation, South 00"55'35" East, 247.00 feet to said northeasterly corner; thence along the easterly line of said last mentioned Deed and continuing South 00"55'35" East, 255.31 feet; thence continuing along said easterly line, South 41020'54" West, 4Z.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89053'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 19.90 acres, more or less. Bearings and Distances used in the above description are based on the Cafifomla Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel A" as described In Certificate of Compliance for Lot line Adjustment No. 2003-005, recorded June 19, 2003 as Document No. 2003-0414267 Official Records. : L;\2004\04061\OWG\MA?PING\legaIS\PARCEL 1.DDC r 2004-324 LEGAL DESCRIPTION PARCEL 2 In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Block 49 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacaled streets and alleys lying within and adjacent to said blocks, being a portion of Parcels "A-1" and "A-2, as desCribed if1 a su~-Iease by and between the Inliil,nd VaHey PevelopmentAgency and MingPlaza Development, recorded January 24,1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the Intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89.45'07" Eas1, 0.47 feet to the centerline of Del Rosa Drive; thence SOLith 00.55'35" East, along said centerline, 1015.95 feet; thence at right angles to said centerline, North 89.04'25" . East. 60.00 feet to the East line of said Del Rosa Drive; thence North 43006'10" East, 41.73 feet; thence North 89'04'25" East, 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41.20'54' West, 42.29 feet; thence North 89.53'09" East, 328.05 feel to the TRUE POINT OF BEGINNING, said point hereinafter mentioned as "Point A"; thence North 01001'53" West, 491.49 feet; thence North 88.58'07" East, 443.56 feet; thence South 01'01'53" East, a distance of 432.74 feet; thence South 38042'44" West, 84.51 feet; thence South 89053'09" West, 389.58 feet to the TRUE POINT OF BEGiNNING. TOGETHER with that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown .()na Record o.f Survey Ng, !16-.Q t 74, f1le'p'a$B09~ 1 08, 'page.s]_6~ n ofJ~ecorclspfSury"y in;s.aid .OfflCe oUhe County Recorder, said point also being the southwesterly corner of Parce' "A-2", as described In said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerty along the westerly line of said Parcel "A-2", North 01001 '53" West, 491.49 feet to the northwesterly corner of said Parcel "A-2"; thence continuing, North 01'01'53" West, 47.30 feet; thence South 88.58'07" West, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly Ilna of land described in a Deed recorded May 21, 1998 as Document No. 19980196585 of Official Records in said Office of the County Recorder, said point being distant North 00'55'35" West, 247.00 feet from the northeasterly comer of said land described in said last mentioned Deed; thence along said northerly prolongation, South 00055'35" East, 247.00 feet to said northeasterly corner; thence along the easterly line of said last mentioned Deed and continuing South 00055'35" East, 255.31 feet; thence continuing along said easterly line, South 41 "20'54" West, 42.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89'53'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 8.69 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-.83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel B" as describea in Certificate of Compliance for Lot Line Adjustment No. 2003-005, recorded June 19,2003 as Document No. 2003-0414267 Official Records. L:\2004\04061\OWG\MAPPING\legals\PARCEL 2.00C 2004-324 LEGAL DESCRIPTION PARCEL 3 In the City of San Bernardino, County of San Bernardino, State of California" being a portion of Block 49 of the Rancho San Bernardino, as per map recorded in Book 7 of maps, Page 2, Records of said County together with portions of vacated streets and alleys lyIng within and adjacent to saId blocks, more particularly described as follows: - - Commencing al the intersection of the centerline of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street, North 89045'07" Eas~ 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of Del Rosa Drive and the POINT OF BEGINNING; thence North 43006'10" East, 41.73 feet; thence North 89004'25" East, 251.35 feet; thence South 45"55'35" East, 39.60 feet; thence South 00055'35" East; 255.31 feet; thence South 41020'54" West, 42.29 feet; thence South 89053'09" West, 249.67 feet; thence North 45055'00" West, 42.80 feet to the East line of Del Rosa Drive; thence North 00055'35" West, along said East line, 250.79 feet to the POINT OF BEGINNING. Area containing 2.17 acres, more or less. Bearings and Distances used In the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 10 obtain ground level distances. The legal description above was takan from Quitclaim Deed recorded May 21, 1998 as Document No. 1998-0196585 of Official Repords. L:\2IlO4\04061\DWGIMAP?ING\/egoI$\PARCEL 3.00c When Recorded, Mail To: ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) r[~) f)f~OL( Recording Requested By and Mail To: City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 Mr. James F. Penman, Esq. Office of the City Attorney City Hall, Sixth Floor 300 North "0" Street San Bernardino, CA 92418 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WESTGATE NO.2, L.P. This Development Agreement Between the City of San Bernardino and Westgate No.2, L.P. (this "Agreement") is entered into by the City of San Bernardino, California, a municipal corporation (the "City") and Westgate No.2, L.P., a California limited partnership ("Westgate"), regarding the development of real property in the City, to be effective as of the Effective Date (hereinafter defined). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Westgate agree as follows: I. RECITALS. This Agreement is entered into with reference to the following facts: 1.1 The Master DDA. HillwoodlSan Bernardino, LLC ("H/SB") and Inland Valley Development Agency ("IVDA") entered into a Master Disposition and Development Agreement effective November 6, 2002 (as amended, the "Master DON'). Pursuant to the Master DDA, HISB has the right to develop certain land in the former Norton Air Force Base (the "DDA Land"). HISB already has developed on the DDA Land an approximate 1,200,000 square foot distribution facility for MatteI and an approximate 600,000 square foot distribution facility for Pep Boys. At the direction of HISB, pursuant to the Master DDA, IVDA conveyed the Property (hereinafter defined) to Westgate. HISB is negotiating for the development of specific other projects and intends to develop further projects, exceeding development benchmarks under the Master DDA (the "H/SB Projects"). Westgate intends to develop improvements on the Property. 1.2 Stater Bros. Stater Bros. Markets, a California corporation ("Stater Bros."), desires to develop approximately 90 acres of the DDA Land and an additional adjoining sixty-five (65) acres (the "Stater Bros. Proiect Site") for a new company headquarters and consolidated distribution facility costing in excess of $160,000,000 (the "Stater Bros. Develooment Agreement between City and Developer No.4 CPBAP Final Rev I01305.DOC Project"). In order for Stater Bros. to be able to develop the Stater Bros. Project on the Stater Bros. Project Site, H/SB must surrender its development rights under the Master DDA on the portion of the Stater Bros. Project Site subject to the Master DDA and designate Stater Bros. as the entity to which IVDA is authorized to convey such portion of the Stater Bros. Project Site that is subject to the Master DDA. The Stater Bros. Project Site includes a portion of the DDA Land, and the loss of the development rights ofH/SB to such portion of the Stater Bros. Project Site affects the land inventory under the Master DDA which can be developed by H/SB. H/SB is not being compensated by Stater Bros. for the full value of the loss of such development rights but is willing to accept such less than full value to facilitate the development of the Stater Bros. Project provided that, among other things, Westgate obtains the benefits of this Agreement. Accordingly, in order to accept such loss of land inventory, H/SB and Westgate must have assurances of the certainty of certain existing development rights on the Property and the remainder of the DDA Land. That is the purpose of this Agreement. H/SB and the City, simultaneously with the signing of this Agreement, are entering into another development agreement regarding a substantial portion of the DDA Land. H/SB would not surrender such development rights without assurances, in addition to such development rights certainty on the Property and the DDA Land covered by such other development agreement, that the Stater Bros. Project, in fact, would be developed and constructed. Accordingly, (a) H/SB and Stater Bros. have entered into an agreement pursuant to which H/SB has agreed to designate Stater Bros. to acquire the portion of the Stater Bros. Project Site under the Master DDA subject to certain conditions being satisfied, one of which is the execution of this Agreement and the above-referenced other development agreement, and (b) IVDA and Stater Bros have entered into an Owner Participation Agreement dated June 14, 2004, pursuant to which IVDA will convey to Stater Bros. a portion of the DDA Land and other parcels and Stater Bros. has committed to develop the Stater Bros. Project (the "OPA"). 1.3 RESERVED 1.4 RESERVED. 1.5 RESERVED. 1.6 Development Agreement Purpose. The City and Westgate desire to enter into this Agreement in order to facilitate and encourage the pursuit and development of the Stater Bros. Project, future H/SB Projects and further improvements on the Property (collectively, the "Proiects") and to establish certainty in the development process for Projects on the Property. 1.7 Code Authorization and Acknowledgements. The City is authorized pursuant to California Government Code Sections 65864 through 65869.5, (the "California Development Agreement Legislation") to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty in the development process. The City enters into this Agreement pursuant to the California Development Agreement Legislation and pursuant to City Code Chapter 19.40 (hereinafter defined). 2 nf"VpIOnmf"l1t ApTf"f'ment hctween City and DeveloDcr No.4 CPBAP Final Rev 10l30S.DOC 1. 7.1 This Agreement constitutes a current exercise of the City's police powers to provide certainty to Westgate in the development approval process and the development of the Property by vesting certain permitted land uses and development criteria described in the Specific Plan (hereinafter defined) and certain other matters set forth in this Agreement in exchange for significant public benefits the City would receive if the Stater Bros. Project is developed as provided in the OP A and if the Property is developed further by Westgate. 1. 7.2 This Agreement is granted in consideration of Stater Bros. entering into the OP A and of the significant public benefits that could be derived from the development of the Property, including the development of the Projects acting as a potentially significant catalyst for the development of other properties within the IVDA redevelopment area within the City, as well as: (a) mitigating blight currently existing in such area, (b) creating new employment opportunities within the region; ( c) contributing to the expansion and/or extension of public services and utilities; and (d) otherwise resulting in the benefits provided for in the Master DDA, including the Projects. The City acknowledges that each of these potential benefits independently provides sufficient public benefits to justify this Agreement. The City further acknowledges that a significant benefit arising from the Projects includes the potential additional tax increment revenues from the Projects and the remainder of the IVDA redevelopment area in the City which could be more rapidly developed due to the development of the Property. 1.8 General Plan Compliance. In connection with the approval of the Specific Plan and certification of the environmental impact report (the "EIR") prepared in connection with the Specific Plan, the Common Council of the City (the "Council") made findings that the Specific Plan and the project are consistent with the City General Plan and City Code Chapter 19.40. The "project" analyzed by the EIR included development as set forth in the Specific Plan. No challenges were made to the determination of the General Plan and Specific Plan consistency. The certification of the EIR and the approval of the Specific Plan by the City included a determination of General Plan consistency. Such consistency finding included a determination that the Specific Plan and the project complied with General Plan Goal I B, Goal I G(b) and Goal 11. In addition, a General Plan consistency determination was made in connection with subsequent amendments to the Specific Plan. 1.9 Development Agreement Findings. This Agreement is consistent with the City General Plan, the Specific Plan and the City Development Code and will promote the welfare and public interest of the City. Further, the Council makes the following findings and confinns compliance with City Code Chapter 19.40: 1.9.1 Westgate has requested and applied through the Director of the City's Development Services Department (the "Director") to enter into this Agreement. 1.9.2 Westgate has the legal or equitable ownership interest in the Property, and the Property exceeds one acre in size; 3 Development Agreement between City and Developer No.4 CPBAP Final Rev 10 1305.DOC 1.9.3 Westgate's application to enter into this Agreement has been made on forms approved, and contains all information required, by the Director; 1.9.4 The status of Westgate as the owner of, or holder oflegal or equitable interests in, the Property has been established to the satisfaction of the Director; 1.9.5 Westgate's application was accompanied by the fee established pursuant to Chapter 19.32 (Application and Fees) and all other lawfully required documents, materials and information; 1.9.6 The Director received, reviewed and processed Westgate's application for consideration by the Planning Commission of the City (the "Planning Commission"), and the Council and has recommended that the Commission and the Council approve Westgate's application and the City entering into of this Agreement; 1.9.7 The City has complied with all requirements of the California Environmental Quality Act ("CEQA") and all other applicable laws in the approval of this Agreement and adopting the Resolution (hereinafter defined). 1.9.8 All other requirements under applicable law have been satisfied by Westgate or the City with respect to this Agreement. 1. I 0 Planning Commission and Common Council Hearings. On October 4, 2005, the Planning Commission, after giving the notice required by law, held a public hearing to consider the :)1""; ',.. {',~ adoption of this Agreement. At the conclusion of the public hearing, the P 1..b,., "dission recommended to the Council that this Agreement be adopted as proposed. On October 17, 2005, the Council, after providing notice as required by law, held a public hearing to consider the application for adoption of this Agreement. The Resolution was adopted by the City in accordance with the requirements and procedures set forth in Section 19.40.030 of City Code Chapter 19.40, approving the application for adoption of this Agreement, authorizing execution of this Agreement by the Mayor of the City and setting forth findings (with supporting facts) referenced in Section 1.9 above. 1. I I City Resolution. On October 17, 2005, the Council adopted Resolution No. (the "Resolution") approving this Agreement. The Resolution became effective on , 2005 (the "Effective Date"). 1.12 City Code Chapter 19.40 Mandatory Contents. This Agreement does contain the provisions required by Section 19.40.040 (I) of the City Code Chapter 19.40, as follows (paragraph references are to said Section 19.40.040 (1 )): 1.12. I Duration - see Section 3.2 of this Agreement; 1. I 2.2 Uses, density, intensity, height and size - see Sections 3.3 and 3.4 and Exhibit B of this Agreement; 4 Development Agreement between City and Developer NO.4 CPBAP Final Rev IOI305.DOC 1.12.3 No reservation or dedication of land for public purposes IS contained in this Agreement; 1.12.4 No protection against fee increases - see Section 3.4.2(a)(ii) of this Agreement; 1.12.5 Tiered amendment process - see Section 7.2 of this Agreement; and 1.12.6 Health and safety exception - see Section 3.4.2(b) of this Agreement. 2. CERTAIN DEFINITIONS. In this Agreement, unless the context requires otherwise (and in addition to other defined terms in this Agreement): 2.1 "Citv Code Chapter 19.40" means Chapter 19.40 of the City Development Code in effect as of the Effective Date. 2.2 "General Plan" meanS the San Bernardino City General Plan in effect as of the Effective Date. 2.3 "Westgate Assignee" means a Person (a) to whom Westgate (or a Westgate Assignee) expressly assigns its rights and obligations under this Agreement, and (b) who is an Owner of the Property. An Owner shall not be a Westgate Assignee merely due to being an Owner but may be a Westgate Assignee if (a) and (b) under this Section 2.3 are satisfied. 2.4 "Owner" means any Person that owns a parcel in the Property, except that the term "Owner" shall not include (a) IVDA, (b) any governmental entity that owns merely a right- of-way, easement for a right-of-way or utility easement, or (c) any utility company that owns merely an easement or a sub-station or similar facility. 2.5 "Person" means any natural person, firm, association, organization, business trust, partnership, joint venture, limited liability company, corporation or other legal entity. 2.6 "Property" means the real property (improved or unimproved) situated in San Bernardino, San Bernardino County, California, described in the attached Exhibit A. 2.7 "Specific Plan" means the San Bernardino International Trade Center Specific Plan, as adopted on March 4, 1996 and amended on September 3, 1999 and November 1, 1999, and as further amended by City Resolution No. 2004-324 approved by the City on October 7, 2004. 3. DEVELOPMENT OF THE PROPERTY; VESTED PROVISIONS 3.1 Citv Code Chapter 19.40. This Agreement is subject to the provisions of City Code Chapter 19.40. 3.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period ending 20 years following the Effective Date. 5 Development Agreement between City and Developer No.4 CPBAP Final Rev 10 130SDOC 3.3 Vested Provisions. Westgate shall have the vested right, to the fullest extent allowed under the California Development Agreement Legislation and except as otherwise expressly provided in this Agreement, to develop the Property in accordance with the specific provisions of the Specific Plan identified on the attached Exhibit B, all as in effect as of the Effective Date and the other provisions of this Agreement (the "Vested Provisions"). All existing and future rules, regulations, ordinances, resolutions and policies of the City as applied to any use or development of the Property, shall be interpreted and enforced in a manner consistent with the Vested Provisions. 3.4 Changes in the Vested Provisions. 3.4.1 Except as provided in Section 3.4.2 below, any change in, or addition to, the Vested Provisions adopted or becoming effective after the Effective Date, including any change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Council, the Planning Commission or any other commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied to the Property to the extent that any such change or addition conflicts or is inconsistent with any of the Vested Provisions. 3.4.2 Notwithstanding the provisions of Section 3.4.1 above: (a) The following shall apply to the Property to the same extent the same apply uniformly to other property and projects in the City: (i) changes in the City's building, plumbing, electrical, fire and grading codes and ordinances, (ii) increases in development fees (from which increases this Agreement provides no protection to Westgate, (iii) imposition of new fees applied on City-wide uniform and non-discriminatory basis including traffic mitigation fees, and (iii) changes in state or federal law; (b) The Vested Provisions may be modified only by the City as it determines to address a compelling public necessity regarding health and safety that cannot reasonably be addressed by other means or to comply with any later adopted federal or state law or regulation; and (c) The City may make changes in or additions to the Vested Provisions that otherwise would be prohibited by this Agreement if the City first obtains the written consent of Westgate. 3.4.3 RESERVED 3.4.4 Westgate recognizes and agrees that nothing contained in this Agreement or the Vested Provisions precludes the City from finding and determining that other mitigation measures are required directly resulting from the impacts of specific development occurring on the Property. Such development-specific mitigation 6 Development Agreement between City and Developer No.4 CPBAP Final Rev 101305. DOC measures may be in the form of the requirement to construct, modify or install new or existing public improvements and public facilities for such infrastructure items as public streets, roadways, landscaping, utilities, drainage and flood control improvements, water and sewer facilities, street lighting and signal lights or monetary payments in lieu of the construction of any or all of such public improvements. 3.4.5 Westgate recognizes that there are parcels of land included within the Specific Plan which are not a part of the Property. Westgate agrees that the City may amend or modify or rescind the Specific Plan as to any other properties which are not included within the Property in any manner deemed reasonable or necessary under the circumstances without any approval right by Westgate pursuant to this Agreement. Nothing shall prevent Westgate from exercising all other rights available under State law with respect to any amendment of the Specific Plan as to such properties that are not included within the Property. 3.. '1 3.4.7 RESrrVFD 3.5 Benefits. All of the benefits of the Vested Provisions and this Agreement apply to all of Property, as covenants running with the land. 4. PERIODIC REVIEW 4.1 Time of Review. This Agreement shall be reviewed by the City at least once a year in accordance with California Government Code section 65865.1, on or before the anniversary date of the recordation of this Agreement, in order to ascertain the good faith compliance by Westgate with the terms of this Agreement. Westgate shall submit an Annual Monitoring Report demonstrating its good faith compliance with the terms of this Agreement within 30 days after written notice from the City of the date of the review to be conducted by City. Following any such review, the City shall notify Westgate in writing within 30 days of its determination as to compliance or noncompliance with the terms of the Agreement. The annual review procedure set forth herein and in Government Code Section 65865.1 shall be applicable during the term of this Agreement. 4.2 Failure to Conduct Periodic Review. In the event the City fails to conduct the periodic review, such failure shall not be deemed approval by the City of Westgate's good faith compliance with the terms of this Agreement, and the City may undertake an independent review of Westgate's performance since the date of the last annual review, or as of the Effective Date, as applicable, unless Westgate shall have submitted an Annual Monitoring Report to the City demonstrating its good faith compliance with the terms of this Agreement notwithstanding the lack of notice from the City as provided in Section 4.1 above. In the event the City has not taken action to accept or reject such Annual Monitoring Report within 90 calendar days after receipt, Westgate shall then be deemed to have complied in good faith with the terms of this Agreement. 7 Development Agreement between City and Developer No.4 CPBAP Final Rev 101305. DOC 4.3 Cost of Periodic Review. Westgate shall pay to the City the actual cost incurred by the City in conducting any such periodic review as provided in Sections 4.1 and 4.2 above. The actual cost of such review shall be based upon the City fee structure then in effect, including the salaries and reasonable costs and expenses of the Office of the City Attorney or any other experts and other legal Counsel retained by the Office of the City Attorney with respect to such review. Westgate shall submit the review fees concurrently with submission of the Annual Monitoring Report pursuant to Sections 4.1 and 4.2 above if such a published applicable fee structure then is in effect and shall also submit a deposit for the estimated City fees (if a set amount is not specified in a published fee schedule) and the estimated salaries and reasonable costs and expenses to be incurred by the Office of the City Attorney promptly after receipt of such estimate from the City. 5. DEFAULT. 5.1 Events of Default. A default under this Agreement shall be deemed to have occurred upon the happening of one or more of the following events or conditions: 5.1.1 A warranty, representation or statement made or furnished by Westgate to the City in or under this Agreement is false in any material respect when it was made. 5.1.2 A good faith finding and detennination by the City made following a periodic review under the procedure provided for in California Government Code section 65865.1 and Section 4.1 above that upon the basis of substantial evidence Westgate has not complied in good faith with one or more of the terms or conditions of this Agreement. 5.1.3 Any other act or omission by the City or Westgate that breaches or materially interferes with any of the terms of this Agreement. 5.2 Procedure upon Default. Neither the City nor Westgate may exercise any remedies with respect to an event of default referenced in Section 5.1 above unless the party claiming a default by the other party gives a written notice to the alleged defaulting party specifying the event of default and such event of default is not cured within the applicable Cure Period (hereinafter defined). The term "Cure Period" as used herein means (a) with respect to an event of default that reasonably can be cured within 30 days, the period of 30 days following the receipt of such written default notice,-and (b) with respect to an event of default that cannot reasonably be cured within 30 days, and if efforts are commenced to cure such default within 30 days following the receipt of such written default notice, the period reasonably required to complete such cure with diligent prosecution. 5.3 Remedies. All remedies, at law or in equity, shall be available to the City and Westgate with respect to any default under this Agreement. Notwithstanding the above, each party acknowledges that monetary damages would not be an adequate remedy if the other party fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is an available and necessary remedy in order to fully compensate a party if the other party fails to carry out its obligations under this Agreement, and each party hereby agrees that the other party shall be entitled to specific performance in the event of a 8 Development Agreement between City and Developer No.4 CPBAP Final Rev IOl305DOC default hereunder. Further, notwithstanding anything in this Agreement to the contrary, the acts of one Owner of a parcel within the Property shall not affect the rights under this Agreement with respect to any other parcel within the Property. The City may, as provided in the immediately following sentence and in addition to such other rights and remedies that it may have as provided herein, terminate this Agreement as to any default which is not timely cured by Westgate, or by any Mortgagee (hereinafter defined) as the case may be, in the manner as provided herein. After all cure periods have been exhausted, the City may terminate this Agreement upon delivery of a notice of termination to Westgate and to any Mortgagee of which the City has notice, which notice of termination shall be effective as to the termination of this Agreement within 15 days after receipt by Westgate or such Mortgagee if such default remains uncured. 5.4 Institution of Legal Action. The prevailing party in any legal action arising from or in connection with this Agreement, whether by final judgment or out-of-court settlement, shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred by such prevailing party. Legal actions shall be instituted in the Superior Court of the County of San Bernardino, San Bernardino District, State of California. The costs, salary and expenses of the City Attorney and members of the City Attorney's Office, and/or those of outside counsel retained by the City, in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for purposes of this Section 5.4. 6. PROTECTION OF MORTGAGE HOLDERS. 6.1 Protection of Mortgage Holders. Westgate and the City agree that this Agreement shall not prevent or limit Westgate (or any Owner), in any manner, at Westgate's (or such Owner's) sole discretion, from encumbering the Property or any portion thereof or any improvement thereon (owned by Westgate or any other Owner, as the case may be) by any mortgage, deed of trust or other security device securing financing with respect to such Property. The City acknowledges that the lenders providing such financing ("Mortgagees") may require certain Agreement interpretations. Accordingly, the City agrees, upon the written request of Westgate (or the applicable Owner), to meet from time to time with Westgate and representatives of such Mortgagees to negotiate in good faith any such request for interpretation. The party making such request shall be obligated for the payment or reimbursement to the City of all costs incurred by the City directly related to this provision to meet and negotiate any such requests for interpretation and, upon request by the City, shall make a cash-equivalent deposit in an amount of such costs as reasonably estimated by the City in advance of the City entering into such negotiations. The City will not unreasonably withhold its consent to any such requested interpretation, provided such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of all or any portion of the Property shall be entitled to the following rights and privileges: 6.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on all or any portion of the Property. 6.1.2 If the City timely receives a written request from a Mortgagee requesting a copy of any notice of default that may be given to Westgate under the terms of this 9 Development Agreement between City and Developer No.4 CPBAP Final Rev IOI30S.DOC Agreement, the City shall provide a copy of that notice to the Mortgagee within one day of sending the notice of default to Westgate. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. 6.1.3 Any Mortgagee who comes into possession of all or any portion of the Property, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property or part thereof subject to the terms of this Agreement, including the right of the City to terminate this Agreement in the event that a default under this Agreement by Westgate is not cured during the cure periods provided in Sections 5.2 and 5.3 above. Notwithstanding any other provision of this Agreement to the contrary but subject to the immediately preceding sentence, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Westgate's obligations hereunder or to guarantee such performance. 7. GENERAL PROVISIONS. 7. I Assignment. Nothing in this Agreement affects Westgate's or any other Owner's rights to own, transfer, conveyor encumber all or any portion of the Property owned by Westgate or such other Owner. Westgate (or a Westgate Assignee) shall have the right to assign, without the consent of the City, all or part of its rights and obligations under this Agreement to a Person who is a Westgate Assignee. Upon the assignment of this Agreement to a Westgate Assignee, (a) the assignor (Westgate or a Westgate Assignee, as the case may be) shall be released from this Agreement when (i) written notice of such assignment is given to the City, and (ii) the Westgate Assignee assumes in writing the obligations of Westgate under this Agreement with a copy thereof delivered to the City, and (b) the term "Westgate" as used in this Agreement shall mean such Westgate Assignee. No other Owner shall have any right to assign this Agreement or any rights thereunder. 7.2 Amendment or Termination of this Agreement. Except as provided in Section 5.3 above (for termination as a remedy for an uncured default), this Agreement may be amended or terminated with respect to any parcel within the Property only by written agreement signed by the then current Owner of such parcel and the City after approval by the Council, without the necessity of the joinder of any other Person; provided, however, any amendment or termination of this Agreement shall not be effective with respect to any parcel in the Property or with respect to the rights under this Agreement of any Owner unless the Owner of such parcel or the Owner whose rights are so affected also is a signatory to such amendment or termination. In order for any such amendment or termination to be effective, it must be adopted by the City by resolution as set forth in the California Development Agreement Legislation and must be in form suitable for recording in the Official Records of San Bernardino County, California. In accordance with City Code Chapter 19.40, the procedure for an amendment to this Agreement shall be a tiered amendment review procedure as follows: 10 Development Agreement between City and Developer No.4 CPBAP Final Rev IOI30S.DOC (a) proposed amendments that are development related (such as affecting uses, density, height, coverages or setbacks) must be submitted to the Planning Commission of the City for recommendation for approval or non-approval and then forwarded to the Council for detennination, at the Council's discretion, of approval or non-approval, with the Council not being bound to accept the Planning Commission recommendation; and (b) all other proposed amendments must be approved by the Council at its discretion. 7.3 Hold Harmless. Westgate shall (a) defend, indemnify and hold harmless the City and the City of San Bernardino Economic Development Agency (the "EOA"), their officers, elected officials, attorneys, departments, boards, commissions, employees and agents (collectively, the "Indemnified Parties from any claim, action or proceeding against the Indemnified Parties to attack, set aside, void or annul the decision to enter into this Agreement or any of the proceedings, acts or determinations taken, done or made prior to and relating to such decision; and (b) reimburse the Indemnified Parties for any court costs and attorney's fees which the Indemnified Parties may be required by a court to pay as a result of such approval. At its sole discretion, the City and/or the EDA may participate at its own expense in the defense of any such action, but such participation shall not relieve Westgate of any obligation imposed by this Section 7.3. The City and/or the EDA shall notify Westgate promptly of any claim or action and cooperate fully in the defense. Westgate, the City and/or the EDA shall jointly select legal counsel to represent the City and/or the EOA in any such proceeding. The City and/or the EOA, without Westgate's written consent, shall not settle any claim that is subject to the indemnity under this Section 7.3. If during the proceeding a settlement demand is made and Westgate is willing to satisfy the settlement demand and the City and/or the EDA rejects such settlement demand, Westgate's indemnity obligation in this Section 7.3 shall from that point forward not exceed the amount of the settlement demand. Notwithstanding any language to the contrary in this Section 7.3 or elsewhere in this Agreement, Westgate shall have no indemnity obligations to the Indemnified Parties for claims that arise from or are alleged to arise from (i) the negligence or willful misconduct of any of the Indemnified Parties, or (ii) any costs or legal expenses that arise from any suit or action commenced by any of the Indemnified Parties, except if such suit or action is commenced to enforce the rights of the City against Westgate as provided in Section 5.4 above. 7.4 Binding Effect. Except to the extent otherwise provided in this Agreement, the burdens of this Agreement bind, and the benefits of this Agreement inure to, the City's and Westgate's respective successors in interests and assigns, including as provided in Section 3.5 above and in Section 7.5 below. 7.5 Relationship of the City and Westgate; Third Party Beneficiaries. The contractual relationship between the City and Westgate (and any other signatory to this Agreement) arising out of this Agreement is one of independent contractor and not agency. Nothing in this Agreement shall be construed as making the City and Westgate (or any other signatory to this Agreement) joint venturers or partners. There are no third party beneficiaries and this Agreement does not create any third-party beneficiary rights; provided, however, (a) II Development Agreement between City and Developer No.4 CPBAP Final Rev IOI305.DOC the provisions of this Agreement regarding development rights applicable to the Property shall apply to and be enforceable by any Owner with respect to the portion of the Property owned by such Owner, and (b) an Owner has the rights set forth in Section 7.2 of this Agreement regarding amendment and termination of this Agreement. 7.6 Notices. Any notice to be provided or permitted under this Agreement shall be in writing, signed by the party giving such notice and sufficiently given if hand delivered, delivered by an overnight messenger/delivery service or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below. Such notices, if delivered (i) by hand, shall be deemed given when delivered, (ii) by an overnight messenger/delivery service. shall be deemed given upon delivery or one Business Day (hereinafter defined) after the sending of such notice, whichever occurs earlier, and (iii) by mail, shall be deemed given five Business Days after deposit in the U.S. mail. Notice that starts the running of any cure period and that is delivered on a non-Business Day shall be deemed delivered on the next following Business Day ifleft at the notice address or the next Business Day on which it is redelivered if it is not left at the notice address. The names and address of those representatives of each party to which notices shall be sent are: If to City, to: City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attention: Director of Development Services and San Bernardino City Administrator 300 North D Street, Sixth Floor San Bernardino, CA 92418 If to Westgate, to: Hillwood/San Bernardino, LLC 105 North Leland Norton Way Suite 3 San Bernardino, California 92408 With copies to: Hillwood/San Bernardino, LLC Three Lincoln Center 5430 LBJ Freeway, Suite 800 Dallas, Texas 75240 Attn: Chief Legal Officer 12 Development Agreement between City and Developer No.4 CPBAP Final Rev 101305. DOC Such addresses shall be subject to change from time to time to such other representatives or addresses as may be specified in written notice given by the intended recipient to the sender in accordance with this Section 7.6. 7.7 Estoppel Certificates. At the request of either party, the other party, within ten calendar days after receipt of such request, shall certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying party, (b) this Agreement has not been amended or modified, except as is expressly stated in that estoppel certificate, and (c) no default in the performance of the requesting party's obligations as provided in this Agreement exists, except as expressly stated in that estoppel certificate. 7.8 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. The word "including" as used herein shall be deemed to mean "including, but not limited to". A "Business Day" is a day other than a Saturday, Sunday or City holiday. 7.9 Entire Agreement and Waivers. This Agreement constitutes the entire understanding and agreement of the City and Westgate with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between the City and Westgate respecting this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City and Westgate. 7.10 Incorporation of Recitals and Exhibits. The recitals set forth in Section I of this Agreement and exhibits referenced in this Ab'Teement are incorporated in and part of this Agreement. 7.11 Captions. The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Agreement. 7.12 Consent. Where the consent or approval of the City or Westgate is required in or necessary under this Agreement, such consent or approval shall not be unreasonably withheld, delayed, or conditioned. 7.13 Covenant of Cooperation. The City and Westgate shall cooperate, deal with and assist each other in good faith in connection with the performance of the provisions of this Agreement. 7.14 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of San Bernardino County, California, within ten days following the execution of this Agreement. 7.15 Severability. Every provision of this Agreement is and shall be construed to be a separate and independent covenant. Without limiting the generality of the foregoing, if any provision of this Agreement is found to be invalid or unenforceable for any reason, then 13 Development Agreement between City and Developer No 4 CPBAP Final Rev 10 1305 DOC the remainder of this Agreement shall not be affected and shall be enforced to the extent permitted by law and the parties shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. 7.16 Further Actions. Whenever and as often as it is requested to do so by the other party, each party shall execute, acknowledge and deliver or cause to be executed, acknowledged or delivered, any and all such further documents as may be reasonably necessary, expedient or proper in order to achieve the intent of this Agreement. 7.17 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. [SIGNATURE PAGE FOLLOWS] 14 Development Agreement between City and Developer No.4 CPBAP Final Rev 10 1305.DOC IN WITNESS WHEREOF, this Agreement has been executed by the City of San Bernardino, acting by and through its Mayor and Common Council, pursuant to Resolution No. authorizing such execution, and by Westgate. day of ,2005. Dated this CITY WESTGA TE CITY OF SAN BERNARDINO WESTGATE NO.1, L.P" a California limited partnership By: Name Title Judith Valles Mayor By: HIL Westgate GP, LLC, a California limited liability company, its general partner City Clerk By: Hillwood Investment Land, L.P" a Texas limited partnership, its sole member Approved as to Form and Legal Content: tk .-) /2 (.,L).-1--,..- A;;' -I l {~/! '1 -'--"_-4-. (/ ) City Attorney ./ By: Hillwood Operating, L.P" a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By: Name: Title: Development Agreement No.4 Exhibit A - Property " ---J Z ~~ 0 "'~o:: ~ Ds o !Xl o CD CD'" 1"1' ~:;: On I N '" 1 .. ..., 1 CD n- o o I- '" o "- co " <1. .. 1 . ~:; 1"1 1 CD ..., o ..., 1 .. ..., 1 CD '" o ~ ~ ~ I- ~ Z --~ W < ~ ~ -~~J:-,I' (9<( I- a: ~ -W.... I-fQD.~ ZJ:O;; WXa: ~UJD. .0.. o ...J ill > W o :;: '" 1 CD 1"1 o '.:' 1 -tB--- '" 1 "' ..., o "'~o 1"1.... 07, t~ Ww "'0.. C:CO -- , ;)_. -, (1)0:: a.. '" o 1 :/)' n 1 lD n o -' << ~ III => a ~ a\fO~ \fN31 I Parcel 2 Lot Line Adjustment No. 04-001 Parcel 2 of City of San Bel11ardino Certificate of Compliance for Lot Line Adjustment No. 04-00 I, recorded May 6, 2004 as Instrument No. 2004-03 16870, Official Records of San Bemardino County, Califol11ia, described as follows: Those portions of Lots I and 2 of Block 45, of the Rancho San Bemardino on file in Book 7 of Maps, Page 2 thereof, Records of San Bemardino County, Califol11ia, located in the City of San Bel11ardino, and being more particularly described as follows: COMMENCING at the intersection of the centerline of Tippecanoe Avenue and Mill Street as shown by Record of Survey No. 98-0019 on file in Book 110 of Records of Surveys, Pages 51 through 53 thereof; Thence N.00025 'OO"W. along the centerline of said Tippecanoe A venue, a distance of 41.25 feet, to the easterly prolongation of the northerly line of said Mill Street, said northerly line being a line parallel with and 4 I .25 feet northerly of said centerline of Mill Street, and being the POINT OF BEGI:\'NING; Thence S.89038'20"W. along said northerly line, a distance of I I I 5.25 feet; Thence N.0002 I '40"W., a distance of 120.59 feet; Thence N .22025'55"E., a distance of 169.64 feet; Thence N.00025'00''W., a distance of359.44 feet (formerly 359.84 feet); Thence N.89035'00"E., a distance of 1 049.25 feet, to the centerline of said Tippecanoe A venue; Thence S.00025'00"E. along said centerline, a distance of637.45 feet, to the Point of Beginning. SUBJECT TO an easement for Public Street and Highway purposes over Tippecanoe Avenue in favor of the City of San Bemardino, recorded March 13,2002 as Instrument No. 2002- 0124767, Official Records of San Bel11ardino County, California. The above described parcel oflancl contains 15.643 acres, more or less. Development Agreement No.4 Exhibit B - Vested Property EXHIBIT B VESTED PROVISIONS The following portions and provisions of the Specific Plan are the Vested Provisions: (a) Chapter IV, Paragraph D, entitled "Land Use", on pages IV-4 through IV-6 (including Land Use Districts Map, Exhibit IV-2, at page IV-5 and Land Use Summary Table IV -I at page IV -6). (b) Chapter V, Paragraph F, entitled "Land Use Districts", on page V-9 and pages V-II through V-25 (including the Suggested and Permitted Use Table V-2 at page V-22 and the Trade Park District Table V-3 at page 24-25). (c) Chapter V, Subparagraph G.I, entitled "General Standards", on pages V-26 and V-27 (including the Development Standards Table VA at page V-27). (d) City Resolution No. 2004-324, approved by the City on October 7, 2004. Copies of the above-referenced vested provisions ofthe Specific Plan are attached as part of this Exhibit B, which vested provisions are current as of the date of the last amendment to the Specific Plan dated October 17,2005. Development Agreement between City and Developer No.3 CP vI 1. DOC Exhibit B I EXHIBIT B, Item (a) LAND USE Chapter IV, Paragraph D PAGES: IV -4 through IV-6 EXHIBITS: Land Use Districts Map Exhibit IV-2 found on page IV-5 TABLES: Land Use Summary Table IV-l found on page IV-6 I C,6 A4.9-acre parcel between Tippecanoe Avenue and Memorial Drive wAas heeR transferred to the U.S. Forest Service (USFS). However. federallee:islation is eHrrentlv eenElinehas been enacted bv Congress to Drovide for the transfer of this site bae*-to the IVDA aMtofi!:cther with the USFS moving to another location outside the Specific Plan boundaries fer the p"rflese ef in'ielviRg the USPS, tAe CaliferRia Department sf Ferestl)' aasFire Pfeteetien, the Ge':emer's Omee efElftergeney Sl:lf'\'iees ana etker ageReies in ajeint Nse pfegFlHR Fefel'fea te as FIRBSCOP6. Tkis Hse is eeasi9teRt with tile Oftiee aesigftatien skewR ea tkeSpeeif.ie Plan. c., A 15.64If!,.acre parcel along Perimeter Road lhas currently in the process of beleng transferred to the San Manuel Indian Tribe as Public Benefit land and an additional Darcel of approximatelv 30 acres was transferred from the Air force to the IVDA and then to the San Manuel Indian Tribe as part of the EDC. Another 2.26-acre parcel north of Harrv Sheooard Boulevard and west of Del Rosa Drive is also pendine: transfer to the San Manuel Indian Tribe. The use of these parcels shall be restricted to the types of uses described above and as stipulated in the Department of Defense (DOD) Record of Decision (ROD). Use ofany existing structures shall be consistent with the General Standards specified in Chapter V, Section 19.30.030 of this Specific Plan. Copies of the Records of Decision are provided in Appendix A. A detailed survey of the boundaries of these parcels has been prepared and is on file with the IVDA and the City of San Bernardino Planning Department D. LAND USE The land use element of the Specific Plan is intended to build upon the land use patterns previously established and facilitate the orderly transition of the site to non-military use, accommodating new construction when appropriate and utilizing existing building types and related uses as long as possible in a compatible manner. I The overall project site has been identified with fiye...~distinct land use districts~ including . research and development, trade park, meftiee, industrial, eEl Feereati8ft epea !lt3aee. Each land use district responds to a unique set of needs, opportunities and constraints offered by the existing setting and conditions. The land use districts represent broad policy groupings of common land uses combined with several unique aspects that require a focus at a more detailed scale. Thus; the discussion of each district includes a block by block set ofland use planning guidelines that will serve as the basis for the land use controls and opportunities. These land use districts are illustrated in Exhibit IV -2 and summarized in Land Use Table IV -I. As shown, the,8pecific Plan proposes an ultimate buUdout of~ 12.18+ million square feet of building floor area. -This represents an increase of approximately ~ million square feet over the previous existing building floor area in this section of the Base. The land use districts are further defined in Chapter V. IV-4 Q Z r:x.:l , 0 r:x.:l ~ ......:l 51 I'iI Q. E-< :::s ~ ~ U < . I!Ii . iiiiiiiiiiiit C1l >--< Z Q ~ ~ E-< old ~ ~ E-< u :>: @ u Q. r:n 'e:J "' '" >--< E-< "' Q ::> &l jj'j Q Q CfJ is ........ '" .. ~ 0 r::Ll r:n ~ - '" '" l/J ~ U ......., H ~ l/J ......., Q ~ ~ E- Z ~ u u -' ~ Q <r; ~ 'DOE- >=:Z~ C\lj25~ I I ~Z >=:<r;O roZ~ 2:P:~E- ~~ ~~~~ r:::q . ......, r=L1 ~~Z~ >< 0, <r; Z Wlfl7J)~ (]) l/J ~ TABLE IV-I SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN LAND USE SUMMARY District District Name Number FAR Acreage Bldg. S.F. Research & Development 1 0.5. 109.6 2,225,916 Trade Park 3 0.5 152.8 3,327,984 Gftiee 4 M ~ 1lSm8 Industrial Sa 0.5 .lH.2~ . 3.373.2861,861,368 Sb 0.25 .ill..2HM 1.262.0421,517, 169 Sc 0.5 12.6 274,428 Sd 0.5 ~ 1,.w82.m~ S~ 0.5 29.2 635,976 Subtotal: 1W~ 6.626.0201,791,867 ReereeBBII Ol'ell 8J!laee e G -l4:a. G TOTAL 6~~2 12.179.92011,199,7 41- I The FAR of 0.5 does not apply to the 7.4 acre parcel deeded to the City for recreation purposes. 2 Excludes arterial streets. E. CIRCULATION When Norton Air Force Base was operational, public vehicular access through the facility was restricted for security purposes. Major thoroughfares leading up to the fucility, such as Tippecanoe Avenue, Del Rosa Drive and Mill Street were precluded from providing a greater role in facilitating area-wide and regional circulation. After military security was no longer required, these roadways were opened up, and now form the foundation. for the future circulation network. This system will compliment the proposed land uses and Unk the site to the surrounding roadway network.. The IVDA has completed construction of major improvements to the following roads: Tippecanoe Avenue between Mill Street and Third ~. Sheppllfd Beule'lard; Harry Sheppard Boulevard between Tippecanoe Avenue and Leland Norton Way; Mill Street from Lena Road to Tipl'CCanoe Avenue. Third Street from Tipoecanoe Avenue to Del Rosa Drive. and Del Rosa Drive between Third Street and Harry Sheppard Boulevard.. These streets will serve as the primary backbone circulation system for the Specific Plan area, while simultaneously linking the site to the existing external circulation network. Additionally, recommendations have been included in the plan for upgrading the regional circulation network to meet projected needs. It is afttieipatel:! that Mill Street iRlpFevelMB~ u.em IV-6 ~ I EXHIBIT B, Item (b) LAND USE DISTRICTS Chapter V, Paragraph F PAGES: Page V-9 Pages V-ll through V-25 TABLES: Suggested and Permitted Use Table V-2 found on page V-22 Trade Park District Table V-3 found on page 24-25 New traffic signals have been installed at the intersections of Tippecanoe A venue and Harry Sheppard Boulevard, Del Rosa Drive and Harry Sheppard Boulevard, Tippecanoe and Palm Meadows Drive and Lena Road and Mill Street, again as part of the scheduled road improvements being installed with the first phase infrastructure improvements. A traffic signal is also planned at Third Street and Leland Norton Way as part of the access improvements planned by the San Bernardino International Airport. Lastly, a new traffic signal will be required at the intersection of Third Street and Central Avenue (in the City of Highland) at such time as new development activity provides sufficient additional traffic to warrant that improvement. F. LAND USE DISTRICTS F.l The purpose of each Land Use District is defined as follows: F.l.l District 1 - Research and DeveloDment (R&Dl Located between Harry Sheppard Boulevard on the south, Third Street on the north, Tippecanoe Avenue on the west, and Del Rosa Drive on the east (see Exhibit V -4), Research and Development (District I) is intended to accommodate a wide variety of research and development related uses including manufacturing, light industrial, neighborhood commercial, laboratories, office professional use, vocational training and educational facilities, institutional, and recreational open space. The intent is to combine these land uses and implement them under a "campus" concept, which ties these uses together with br<:tad landscaped and well lighted pedestrian walkways. The extent to which raw materials will be manufactured will be limited to that necessary to adequately test and analyze new products. The scale and intensity of these uses may allow for the interim use of existing building stock. Research and development facilities may include the manufacturing, assembly and testing of products which are characterized as clean and generate non-hazardous byproducts. Neighborhood commercial uses may include a food court, retail stores, neighborhood services, and restaurants. Desired office uses would include a broad range of supporting uses in a well landscaped setting. Potential uses include medical offices and clinics, corporate offices, governmental and institutional uses, administrative and professional offices, dayClU'e facilities, fmancial services and supporting commercial. . Site design should consider existing uses within the research and development district (see ExhiPit V-4). These existing uses include the Loma Linda University Medical Clinic on Third Street.. 'Nest sf Otte Geriek-e Drive which serves a medical clinic to the local area population, Additionally, the San Bernardino Community College District facility located on the west side of Del Rosa Drive north of Harry Sheppard Boulevard should encourage the establishment of business incubator uses that would benefit from the existing educational V-9 " -" Exhibit V-4 Research & Development (R&D) Land Use District 1 , N 1 NO SCALE LOCATION: THE RESEARCH AND DEVELOPMENT DISTRICT IS BOUNDED ON THE WEST BY TIPPECANOE AVENUE, ON THE NORTH BY THIRD STREET I ON THE EAST BY DEL ROSA DRIVE AND ON THE SOUTH BY HARRY SHEPPARD BOULEVARD. facilities. The existing City of San Bernardino Recreation Park facilities located at the northwest comer ofRialto Avenue and Del Rosa Drive should encourage a commercial health club or similar facility. The vocational and educational uses may range from a potential special attendance high school for technical and research training to Community College District facilities for post- high school education and training. All of these facilities will be oriented to research and development activities associated with technical park facilities and activities. As a matter of policy, the specific plan does not propose the retention of residential housing units. The existing officers housing along Tippecanoe Avenue will need to be removed prior to development in this area. Parkway landscaping along Tippecanoe Avenue shall be designed to enhance the sites attractiveness and lessen the visual impact of adjacent parking areas. Condition should be given to locating building mass to buffer potential airport noise from the site users. Access points will be determined as part of the City's development review process and should consider existing traffic patterns outside the specific plan area, coordination with office and industrial uses to the south and tourist commercial and airport uses to the east. F.1.2 District 2 - Tourist Commercial (TC) Generally located at the southeast comer of Third Street and Del Rose Avenue (see Exhibit V-5), Tourist Commercial District 2 is intended to include tourist commercial uses to capitalize upon the site's proximity to the Airport. The type of uses desired for the site include high quality restaurants, hotel, visitor serving and specialty retail, offices, airport- related commeroiaVoffice support facilities, meeting and conference facilities. Site design considerations include allowing primary access from Del Rosa Drive at a location consistent with access to the Research and Development District 1 to the West. The massing of buildings should occur along the southerly and easterly property lines to allow for the creation of an internal site focus and visual orientation away from the airport. This will also be beneficial by using the building mass to buffer potential airport noise from site users. The combined attributes of the Tourist Commercial District 2 location and allowed uses provide the opportunity to establish individuaVfreestanding uses such as restaurants at the northwest and northeast comers of the site. Parking areas will be located within the center of the site and be screened from adjacent streets with parkway landscaping. F.1.3" District 3'-'- Trade Park (TP) Generally located between Lena Road on the west, a drainage channel. known as Timber Creek on the north, Tippecanoe Avenue on the east, and Mill Street on the south (see Exhibit V-6), this unique district is intended to provide the image ofa self-contained "World Trade V-12 Exhibit V-5 Tourist Commercial (TC) Land Use District 2 LOCATION: THE TOURIST COMMERCIAL DISTRICT 2 IS BOUNDED ON THE WEST BY DEL ROSA DRIVE. ON THE NORTH BY THIRD STREET AND ON THE EAST BY LELAND NORTON WAY. Exhibit V-6 Trade Park (TP) Land Use District 3 LOCATION: THE TRADE PARK DISTRICT 3 IS GENERALLY BOUNDED BY LENA ROAD ON THE WEST, TIMBER CREEK DRAINAGE CHANNEL ON THE NORTH, TIPPECANOE AVENUE ON THE EAST, AND MILL STREET ON THE SOUTH. .; " F.l.4 Distriet II Omee (0) Leeated l3etween Til3fleeaftEle ..\.veRue 9ft the ',vest, Hafl'}' 8he13flaFG Beule'l8l'e 9ft the RaRh, Memorial Dri'le eft tlte ea5t, anEl Mill 89et aR ~ sellth (see BJthj\,it 'l 7), ames Distriet ~ is ",reposed te aeeommodate a broad1'8nge of omse anEl sllPl3erting eemmereiall:lses in a well Jand!>saped seKiag. DesireEluses iflShfEle meeieal amaes aRe aliaies, eeFjJef81:e eGiees, administFati...e aRe J'lFefessieflel amaas, day e&re faeilities, fiaaReial servieea aRElSl:lJ'll3eFtiag eemmeFeial. Site design issues inelude IilllitiRg vehieular &aeess te Tifl)!eeanee AveRue at a tetal af fallr eatFy drives. Right tuffts aRly ia aRd el:it ef tAG aFefl aleRg Tippeeanee ..'. velute are Reeessary te maintain adequate "lehisular movement. V.ehisuJar assess paints aJeng Memerial Drive .....m alse he aaBrdinated v:itlt Dismat S. The massing ef hailEliags will Beeur )!rimarily alsng Tippeeanae N/eRue 'l:ith the paFldng area!> aEljaaeRt ta Memarial Bfl:ye,. F.l.5 District 5 - Industrial aND) Located in thfe&.five distinct subareas (see Exhibit V-B), Industrial District 5 is intended to accommodate a variety of industrial uses of varying scale and intensity, taking advantage in two of these locations of the previous land use and building occupancy patterns established during operation of the Base including the availability of large buildings, aviation related activities, and compatibility with adjacent uses. It is expected that initial site tenants will utilize existing buildings to the extent feasible. In all cases, any manufacturing, assembly or similar activities must occur within an enclosed building. Industrial Subarea Sa, generally located east of eew.'eea Memsrial Drive and Leland ]>leFteR W-ay Tiopecanoe Avenue and south ofHarrv Sheopard Drive (see Exhibit V-B), Subarea Sa is proposed to include industrial uses, including manufacturing, assembly, ware- housing and distribution facilities. Site design issues include the creation of vehicular access points at generally equal intervals around the perimeter of the area. The location of these access points will be based upon the location of adjoining access points and driveways between existing industrial buildings. This access feature relates directly to the massing of future buildings in an alignment similar to the existing building arrangement. By locating buildings in this manner the existing. parking areas and mature trees can be retained. Ve!dcular access points -should be generally evenly distributed, rather than grouped. Two acceSs points are proposed along MemeRal Drive, Harry Sheppard Boulevard andtbree ~ Del Rasa Drive. ORe access points at Tiooecanoe Avenue. 'J.'ell.ld he allewed at tlte eKteR5ien eo.~iU Street. The area adjacent to Harry Sheppard Boulevard and Melllerial DriveTippecanoe Avenue . shall be subject to increased setbacks and landscape screening to ensure compatibility with adj~t land uses. It is expected that the existing on-site structures will be utilized on an i!;lterim basis subject to improvements to satisfy public health and safety standards. The transition over time to new construction will be dependent on user needs and requirements. V-IS Q , Exhibit V-7 Office CO) Land Use District 4 LOCATION: THE OFFICE DISTRICT 4 IS LOCATED BETWEEN TIPPECANOE AVENUE ON THE WEST.HARRY SHEPPARD BOULEVARD ON THE NORTH, MEMORIAL DRIVE ON THE EAST AND MILL STREET ON THE SOUTH. Q Exhibit V-B Industrial (IND) Land Use District 5 Subareas 5a. 5b. 5c LOCATION: THE INDUSTRIAL DISTRICT 5 IS DISTRIBUTED INTO FOUR SUBAREAS, INCLUDING 1) SUBAREA 5a, BOUNDED ON THE WEST BY MEMORIAL DRIVE, ON THE NORTH BY HARRY SHEPPARD BOULEVARD, ON THE EAST BY THE SOUTHERLY EXTENSION OF DEL ROSA DRIVE, AND ON THE SOUTH BY THE EASTERLY EXTENSION OF MILL STREET AND THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY; 2) SUBAREA 5b. AN IRREGULARLY SHAPED AREA BOUNDED ON THE NORTH. BY THE SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY AND ON THE SOUTH BY PALM MEADOWS DRIVE AND A UNE ROUGHLYPARALLEUNG THE SANTA ANA RIVER; AND 3) SUBAREA 5c. BOUNDED BY THIRD STREET ON THE NORTH, AND BY SAN BERNARDINO AIRPORT AUTHORITY BOUNDARY ON THE REMAINING SIDES. .;" industrial Subarea 56 (see Exhibit V -8) is proposed to provide for golf course and future industrial uses. The existing golf course will be maintained until the demand for industrial land iustifies its develoDment.el(eeeds tftat available is the 1:lalaaee afthe Speeifie Plaa. Site design considerations include coordinating access points along Palm Meadows Drive with Subarea 5c as part of the City's development review process. At such time as this area is to be converted from golf course to industrial development, an overall site plan shall be prepared and approved by the City. It sheuld 1:le Elesigaea se that Ii parties aethe galf eaHfSe GaB fema.is, pessi1:lly as a sise eale eoW'Se, servmg the initial develepment phase. It is aBtieipatea teal: tBis aFea ':.ill Be the la5t ta 1:le elevelapeEl. Industrial Subarea 5c (see Exhibit V-8) is located south of Palm Meadows Drive and is DfQDOsed for future industrial uses. Site desim considerations include coordinatine: access points alone: Palm Meadows Drive with Subarea 5b to the north, as Dart of the Citv's develomnent review Drocess. Land uses and develoDment tvDes in this subarea shall be similar to what is developed in Subarea Sb. Industrial Subarea 5!!.e (see Exhibit V-8) is proposed to include industrial related facilities. The uses for this subarea are proposed to be large industrial operations, such as manu- facturing, assembly and distribution activities, in addition to aircraft sales and service, and "through-the-fence operations." A "through the fence operation" means that an aviation related or dependent industrial use backs up to and has direct access to airport operations inside the fenced airport boundary. This allows planes to come directly to the facility to offload or take on cargo, avoiding unnecessary extra handling and tracking. Existing paved parking areas may be maintained as large contiguous shared parking areas. Site design issues include the creation of primary access points along Third Street at Victoria Avenue and Central Avenue. The existing perimeter road that serves airport users within the airport ownership and that enters the area from the west and extends east to Victoria Avenue shall be maintained Future site development planning may extend this perimeter roadway through the area if deemed desirable for enhanced circulation and access depending on ownership and site design. An optional circulation pattern could extend the road east/west along the southerly boundary linking Victoria Avenue with CentlaI Avenue. However, this would impact pOtential through-the-fence operations by placing a public street between on- site users and the airport. This would result in preventing direct access to the airport cargo freight operations that might otherwise have been available for potential industrial users. .. Setbaek aaellaaaseapieg 1'ellul1'eEBeat3 seall Be eonsisteBt v.ritft that rellliil'ed OR the airpert ~fepe,ttY aajaeest ~ .the ',:est. Industrial Subarea 5!,tI (see Exhibit V-8) Generally located at the southeast comer of Del Rosa Avenue and 3rd Street is proposed to include industrial uses including manufacturing, assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. V-18 assembly, warehousing and distribution facilities, aircraft services and "through the fence operations," aircraft cargo handling and tracking. Site design includes primary access off3rd Street at Leland Norton Drive and off Del Rosa Avenue. Access points will be determined as part of the city's development review process and should consider existing adjoining access points and driveways, and coordinate with Trade Park (TP) uses to the west and airport uses to the south and east. F.1.(j "I[driet (j ReereatisR OBeR Spaee fROS'l RilereatieR Open Spaee Dismat 6 iReludes 8ft lH'e8 witltiR tlte sleM i'leRe eR the west eRd sf the aifllsFt fUlWfa)' (see EKkiBit V 9). This area represeRts a sigRifieartt peflfttHleRt speR spaee Fetefttien ,,.'ithiR the pmjeet. Mast sf dlis &Pea will eSRtiRlIe te Be used as reePeatieR epeR spaee fer gelf 69UfSe plupases. Uses within this area ,,"illlle limited ta landsG&fled apefl sf3aee, gelf eeHFSe, aRd tempeFll!')' Hses sY&jeet te the Te&1paf6fY UJe PeFRIit f3f6"lisisft5 aethe DeyelaplRE!ftt Cade. .\lIHses prepased '.\'ithiR the Clear ZaRe shall eempl)' with the PeEjlfiremeRts afFAJ. FegtllatieRs, fAR Part 77. F.2 Specific Plan Land Use District Map The International Trade Center Specific Plan Land Use District Map defines the geographic location of each of the land use districts as described in Sections F .1.1 through F ,1.2.6 above. The Specific Plan Land Use District Map is hereby incorporated as Exhibit V-IO. F.3 Permitted Uses The uses listed in Table~ V-2 and V-3 shall be allowed within the designated land use district subject to the City of San Bernardino Development Permit procedure pursuant to Chapter 19.44 of the Development Code unless otherwise noted. V-19 Exhibil V -9 Recreation Open Space (ROS) Land Use Districl6 LOCATION: .RECREATION OPEN SPACE DISTRICT 6 IS LOCATED OFF THE SOUTHWESTERLY END OF THE AIRPORT RUNWAY. Q Z ~ 0 ~ ~ 0-:1 ~ r.:I $] I: .... . liii:::OiiiI: II) 0. 0 E--;:::!i ~ '" u< I-lZ '" ~E-< 0<1 ~ i E--;U :<: ei ....... U 0. lflp:: a '" ........ E-< ~ ~ QrQ f;l ",,-Q ~ lfl ~ ~ '" '" ~"II ,',',' ,',',' z < ,','.' ',',' ~ ~ :::::: t:t::: ,',',' ~ .:.:.J -< :.:.:. " ,- ~ N ~ (f) ~ 2: -+--:l U Z .,....., ~ ~ ~ -+--:l U .cp (f) .,....., Q ~ Q) Q rn ~ ~ ~ '""d o~ ~ ~~ cD ~ Q<I:; 0 I ~z ...--l ~ ~o I cdZ~ > o:~~ !:Ll<I:; ~ u ~z i--I .,....., 0::1 tH ~ .,....., ~ i--I ::r: ~z~ x p,~z ~ lflr.rJ.1--I TABLE V-Z SUGGESTED AND PERMITTED USE District Suggested Uses Permitted Uses Research and Research and development, light As listed in the DIP (Office Industrial Development (I) manufacturinglindustrial, laboratories, Park) District, Section 19.08.020 of the related office uses. Development Code except that no residential uses shall be allowed. Food court, retail stores, neighborhood As listed in the CN District, Section commercial services, restaurant, 19.06.020 of the Development Code except automobile service station. as follows: (a) no residential uses shall be permitted. (b) convenience stores will be permitted as an ancillary use to an automobile service station subject to a Conditional Use Penn it (CUP). . Medical offices and clinic, corporate and As listed in the CO (Commercial Office) professional offices, day care facility. District, Section 19.06.020 of the Development Code except as follows: (a) No residential uses shall be allowed including Residential Care and Senior Congregate Care Facilities. Health club, recreational commercial uses, As listed In the PCR (Public/Commercial indoor and outdoor, public and private. Recreation) District, Section 19.10.0 I 0 (2) Alternate uses are educational facilities, (A) of the Development Code. such as a technical school. Trade Park (3) Trade Park with conference and See Table Y-3 convention facilltiea, hotel, offices, restaurants, wholesale businesses, warehouse and light industrial uses including some assembly. Olliee (1) ~{etlieal aRiees BJ1.S elime, seppsFBJ:e aReI As Iitllos ill the CO (Ce__lal ORie~) "ref_ieRal eftiees, day eare ffteilit).. Dislriel, SeetieR 19.9'.009 eHlle De'leloplftlR_ Ceda OlIOO,,_ III fellows: (8) Ne l'e9illeati&l 11888 shall lie allowed iRehlding ResldeRtlal Cere antfEetlier Ceegregete Cere Flllilld88. Industrial (5) Large industrial related operations As listed in the CO (Commercial Office) including manufacturing, assembly, district Section 19.06.020 of the distribution, aircraft sales and service and DevelODment Code. and in the OIP (Office ,. ,. airport related uses. Alternate uses III'C Industrial Park) District. Section 19.08.020 coJ1lorate and professional offices and business of !he Development Code. exceot thal no , , um...,GolfCourse will remain, as an residential uses shall be allowed incJudin~ ., intllrim use. Residential Care and Senior Conl!rell8te Care Facilities. A!&Ms listed In the IL (Limited Industrial) District, Section 19.08.020 of the DeveloDment Code, excent as follows: V-22 District Suggested Uses Permitted Uses (a) Aircraft sales and service shall be an additional use pennitted subject to a Development Permit, (b) Processing facilities (recycling) shall be subject to a conditional use permit (CUP). ReeFeatieR OlleR baftdsealled elleR sjlaee, ge[f eellF6e, fie As listed iR the PCR (PIIBlieICsltlmeFSiaI Sjlaee (~) Mietllf81 imjlfEl'/elReRts perlllittlld I!Iteef.lt Reel'eetisR) Distriet, SeedeR 19.19.919 (2) lI'.llllaj' Be llpllfElveli thfElllgh a Tellljlel'lll') (I.) efthe D8\~eleI'Rleftt Cese enee"t that Use P8I'Iftit l.ftY 115e jlfBllesed shall l'el'lftitled IIseo shall se lilllileEl te: eaRljll)" '!lith the reljliirllfReAts spee/fies BY (a) e,en. spaes FAR Pat( 77 iR !he Blear z.eRe area. (Il) llus!ielll.'i'.'lHS gelf eelll'Se (8) ether SliM Hal!!) lkat lite DiPEleter may HRd silllilar with these IISM !isles alleva, plll'SlltIIIt ta SeetieR 19.Q~JJ79 (3) All Districts (I-~e) Temporary uses of existing structures or No permitted uses. All uses are subject to facilities for their original intended use a temporary use permit to be reviewed and under the Air Force jurisdiction. E:I&RIple! approved by the City of San Bernardino. The eal'flleks lIIay Be Hses for tFaRsitisRal hellS/ill te SIlI'jl8rt e!her &eli', itiM eeelll'Ping '::lthiB the Sjleelfie Phil! &Fea eF }.b:p8~ s\leh as fire 8I'e'lVS SmgiR& te es_hat \vilEIfiFss ia SHppeR ailke U.g. FeNR EBI'oie8. V-23 TABLE V-3 TRADE PARK DISTRICT The following list represents those primary uses in the Trade Park District which are permitted subject to a Development Permit (D) or Temporary Use Permit (T): Land Use Activity Development Review Process A. All offices. including Administrative and Professional Offices D B. Automotive Related Uses I. Service station 0 2. Vehicle leasing/rental 0 C. Lodglng/Mixed Use Facilities I. Hotels 0 D. Eatlng/Drlnking Establishments 1. Lounge w/on-sale alcoholic beverages 0 2. Restaurants, no drIve-thrus 0 E. Entertalnment/Recreation I. Auditorium, convention halls, theaters 0 2. Miscellaneous Indoor . D F. Financial services 0 G. Left blank H. Personal service 1. Barberlbeautylnail shops 0 2. Dancelkarate studios 0 3. Dry cleaners 0 4. Health/athletic club 0 S. Laundromats D I. Retail Commercial 1. Bookstores D 2. Drug stores 0 3. Flower/gift shops 0 4. General merchandise D S. Indoor retaillWholesale malls 0 6. Office supplies/equipment D 7. Specialty food stores D J. Service Commercial 1. Catering establishment D 2. Cleaningljanitorial D . .-- 3. Copy centerslpostal service centerslblueprinting 0 4. Laboratories 0 ~.,' Miscellaneolls repair/services (indoors) 0 6. Recycling facilities (reverse vending) D 7. Travel agencies . 0 K. Industrial Uses 1. Assemblina. cleaninl!:. manufacturinll:. Drocessing, D V-24 Land Use Activity Development Review Process K. Industrial Uses 1. Assembling, cleaning, manufacturing, processing, D repairing or testing of products including automotive related (except dismantling) and welding and excluding . explosives, conducted entirely within an enclosed structure except for screened outdoor storage areas. 2. Crematory D 3. Dwelling for security guard or caretaker D 4. Funeral parlors/mortuaries D 5. Recycling facilities (light processing available for onsile D users only. Must be wholly enclosed within a building.) . 6. Research and development D 7. Towing service D 8. Transportation/distribution D 9. Warehousing and wholesaling, including self-service D mini-storage. L. Others 1. Antennae/Satellite dish D 2. Cable companies D 3. ClubsILodgelMeeting halls D 4. Day care facilities D 5. Educational services D 6. Fences/walls D 7. Heliports/Helipads D 8. Libraries D 9. Museums D 10. Outdoor recreation D II. Parking lots D 12. Parking structures D 13. Police/fire protection D 14. Public utility uses D 15. Radio/television broadcasting D 16. Temporary uses T 17. TradeITech schools D 18. Accessorv structures (tvDicallv appurtenant) D Other similar uses which the Director finds to fit within the purpose/intent of the zone district, in compliance with Section 19.02.070(3). ,;'! V-25 I Exhibit B, Item (c) GENERAL STANDARDS Chapter V, Subparagraph G.t PAGES: Pages V -26 and V -27 TABLE: Development Standards Table V-4 found on page V-27 I G. DEVELOPMENT STANDARDS G.t General Standards Development standards shall be consistent with the standards contained in the following Table V-4. G.2 Land Use Specific Standards Special use standards for this Specific Plan shall be applicable to the following uses: a. Convenience stores b. Day care facilities c. Mini-storage d. Recycling facilities for reusable domestic containers e. Service stations The standards for these uses shall be consistent with the provisions contained in Section 19.06.030(2) of the Development Code. G.3 Property Development Standards G.3.! Property development standards shall be consistent with Section 19.20.020 of the Development Code except: 1. Exterior building walls, 2. Screening, and 3. Solar energy. G.3.2 Intersection and Corner Visibility To ensure clear and unobstructed visibility at intersections, landscaping planting and signs shall be limited to three feet in height within the following defined areas at street and driveway intersections and as illustrated in Exhibits V-ll~d V-12: Type Primary street Secondary street Local street Driveways Distance From Intersection 50 feet 35 feet 25 feet 25 feet ~ ., -' V-26 TABLE V-4 DEVELOPMENT STANDARDS Districts Development . Standards Q R&D IND RGS TP . Net Lot Area (min.) ,t...ee,. lac. NA W. NA Building Setback I from Street (min.) ~ 2S'(P) 25'(P) W. 2S'(P) ~ 19'(S) ~ 25'(D) ~ IS'(L) 19'(S) 19'(S) ~ IS'(PR) IS'(L) 15'(L) ~ 10'(PR) 10' (PR) Building Setback from Property Line (min.) ~ 10'(A) and 0' or 20' W. 0' or 20' eM 10'(B) (AXB) (AXB) ~ Building Separation (min.) ~ 20' 20' JoolA 20' Building Setback along 3'" Street (min.) NA 37'(C) 37'(C) JoolA NA Parking Setback (min.) - 32'(C) 32'(C) JoolA 20'(P) ~ 20'(P) 20'(P) 14'(S) ~ 14'(S) 14'(S) 10'(L) ~ I O'(L) IO'(L) Building Height (max.) ell! 60' ~3 JoolA 120' Floor Area Ratio (max.) ~ .5. ~.5 NA .S 1L0t Frontage (min.) W. 100' 100' NA NA (P) Major Arterial (S)4 Secondary Arterial/Specific Plan Collector (L) Local Road (PR) Private Road (A) Rear setback (8) Interior side setback (C) 3'" Street setback (includes 12' bicycle path) (0) Mill Street setback (100' right~r-way) All setbacks are measured from the right~f-way on public streets and from the back of curb or sidewalk on private roads. z Setback can be either dimension or greater thlin 20', but nothing in between. I 3 Sublect to FAA heilZht reauirements for uses located near the runwav. For industrial uses located adjacent to Third Street, maximum height is 100'. 4 The-secondary l!rterlal contains 6' oflandscaping within the right-or-way in addition to the landscaped setback (see Exhibit V -3). V-27 I I Exhibit B, Item (d) City Resolution No. 2004-324 Approved by the City on October 7, 2004 ~ 1 2 RESOLUTION NO. 2004-324 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN AMENDMENT NO. 04-03 AND SPECIFIC PLAN AMENDMENT NO. 04-02 TO THE GENERAL PLAN OF THE CITY OF SAN BERNARDINO, TO AMEND THE GENERAL PLAN LAND USE DESIGNATION FROM SAN BERNARDINO INTERNATIONAL TRADE CENTER SPECIFIC PLAN TOURIST COMMERCIAL TO INDUSTRIAL FOR 30 ACRES AND TO DELETE LELAND NORTON WAY FROM 6 THE CIRCULA nON ELEMENT, APPROVAL OF DEVELOPMENT PERMIT II NO. 7 04-27 TO CONSTRUCT AN AIR CARGO FACILITY, AND APPROVAL OF LOT LINE ADJUSTMENT NO. 04-13 TO ACCOMMODATE THE PROJECT, WHICH IS 8 LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA AVENUE. 3 4 5 9 10 11 12 13 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDlNO AS FOLLOWS: SECTION 1. Recitals (a) WHEREAS, the General Plan for the City of San Bernardino was adopted by the 14 Mayor and Common Council by Resolution No. 89-159 on June 2, 1989. 15 16 17 18 (b) WHEREAS, the San Bernardino International Trade Center Specific Plan was adopted by the Mayor and Common Council by Resolution No. 96-50 on March 4, 1996. (c) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 19 04-02 (a proposal to change the General Plan Land Use Designation from San Bernardino 20 International Trade Center Specific Plan Tourist Commercial to Industrial for approximately 30 21 acres located on the south side of 3rd Street, east of Del Rosa A venue, to delete reference to 22 Tourist Commercial from the Specific Plan, and to remove Leland Norton Way from the 23 24 Circulation Element) was considered by the Planning Commission on September 8, 2004, after a noticed public hearing. The Planning Commission's unanimous vote on a motion to recommend 25 26 ap~r9val of the General Plan Amendment and Specific Plan Amendment has been considered by 27 the Mayor and Common Council. 28 2004-324 (d) WHEREAS, General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 were reviewed under the California Environmental Quality Act (CEQA) through an Initial Study which found no significant adverse effects on the environment related to the amendments. 28 2 2004-324 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2] 22 23 24 25 26 27 28 U) WHEREAS, the adoption of General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 is deemed in the interest of the orderly development of the City and is consistent with the goals, objectives and policies of the General Plan and the San Bernardino International Trade Center Specific Plan. SECTION 2. Mitigated Negative Declaration NOW, THEREFORE BE IT RESOLVED, FOUND AND DETERMINED by the Mayor and Common Council that the proposed amendments to the General Plan of the City of San Bernardino and the San Bernardino International Trade Center Specific Plan, the proposed air cargo facility and related lot line adjustment will have no significant adverse effects on the environment beyond those previously identified with certification of the Final Environmental Impact Report and Traffic Impact Analysis and with incorporation of the proposed project- specific mitigation measures; and that the Mitigated Negative Declaration heretofore accepted by the Environmental Review Committee as to the effect of these proposed amendments and development project, is hereby ratified, affirmed and adopted. SECTION 3. Findings - General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: A. Theproposed amendment is internally consistent with the General Plan and the San Bernardino International Trade Center (SBITC) Specific Plan in that changing the land use designation from Tourist Commercial to Industrial and deletion of reference to Tourist Commercial from the Specific Plan is consistent with General Plan Objective 1.39 which states, "Promote the development and use of the existing airport facilities and 3 2004-324 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 related buildings as an international aIr carner airport with aviation-related office, commercial and industrial uses." Removing Leland Norton Way from the Circulation Element of the General Plan and SBITC Specific Plan will not affect traffic/circulation patterns within the Specific Plan or Airport areas, or the adjacent areas. Although Leland Norton Way was designated as a Secondary Arterial, it only accessed 3rd Street from a point in front of the existing terminal. The terminal can still be accessed from Del Rosa Avenue and Leland Norton Way, as a Secondary Arterial, is not necessary. B. The proposed amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City in that the proposed development will have to comply with all local, state, and federal requirements. C. The proposed amendments would not impact the balance of land uses within the City in that the proposed change in land use designation represents a relatively small percentage of the overall land uses within the City. D. In the case of an amendment to the General Plan Land Use Map, the subject parcel(s) is physically suitable (including, but not limited to access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested land use designation(s) and the anticipated land use development(s) in that all required utilities and public services can adequately serve the site. SECTION 4. Findings - Development Permit II No. 04-27 BE IT FURTHER RESOLVED by the Mayor and Common Council of the City of San Bernardino that: A. The proposed development is permitted within the subject zoning district with approval of the amendments to the General Plan and San Bernardino International Trade 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 Center Specific Plan. The warehouse/distribution portion of the project will be located within the lndustrialland use (zoning) district. The proposed project is a permitted use in this land use district, as listed in Table V-2 of the SBITC Specific Plan, with approval of a Development Permit. The airport-related portion of the project is a permitted use in the "A," Airport land use district as listed in Table 19.12A.020 of the Development Code, with approval of a Development Permit. The proposed project complies with all applicable provisions in the SBITC Specific Plan and the provisions of the Development Code, including the industrial design guidelines as shown on the site plan, elevations, and landscape plan, and the Conditions of Approval. B. The proposed air cargo facility is consistent with the General Plan and Specific Plan. The San Bernardino International Trade Center Plan includes the following goals: . Meet Economic Development and Redevelopment Needs . Encourage future business development, generate or create new jobs for the community and provide revenue . Provide for a broad mix of commercial, office and industrial development opportunities consistent with the overall objectives and policies established for the property . Comply with the City of San Bernardino General Plan . Be consistent with state law. Development of the project assists with the Inland Valley Development Agency's and San Bernardino International Airport Authority's goals of providing new development, creating new jobs, and providing revenue. The DHL Air Cargo Facility is a major warehouse/distribution facility, consistent with the mix of pennitted uses. The 5 r-- I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2004-324 proposed project is in compliance with the Specific Plan, which itself is consistent with the City's General Plan, and is consistent with applicable state law requirements. C. The proposed facility will be compatible and harmonious with the existing and surrounding land uses in the area. The proposed new construction will enhance the existing site and be a benefit to the surrounding area due to its architectural design, on- site and off-site improvements, and landscaping improvements. D. Approval of the Development Permit for the proposed development is in compliance with the requirements of the California Environmental Quality Act and Section 19.20.030(6) of the Development Code. On the basis of the Initial Study, the Development/Environmental Review Committee found that although the proposed project could have a significant effect on the environment, there would not be a significant effect in this case because all potentially significant effects (a) have been analyzed adequately in an earlier ElR pursuant to applicable standards, (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that were imposed upon the proposed project, and (c) no events have occurred which require the preparation of a supplemental EIR or addendum to the EIR. Although there will be new noise impacts associated with the introduction of DHL aircraft, the number of airplane flights, and related noise, are within the scope of the Initial Study prepared for the Interim Airport Operating Plan. That Initial Study also incorporated, by reference, the 1990 IVDA Redevelopment Plan Final Environmental Impact Report. E. There will not be potential significant adverse impacts upon environmental quality and natural resources that could not be properly mitigated and monitored. Prior to approval of the SHITC Specific Plan, the City certified the Environmental Impact Report and 6 2004-324 Traffic Impact Analysis, and adopted the Mitigation Monitoring Program. In addition, mitigation measures for this project are included in the Initial Study, and also included as Conditions of Approval. F. The subject site is physically suitable for the type and density/intensity of use being proposed as evidenced by project compliance with all applicable Development Code and SBITC Specific Plan standards, and Conditions of Approval. G. There are adequate provisions for public access, water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety. All agencies responsible for reviewing access and providing water, sanitation and other public services have all had the opportunity to review the proposal and none have indicated an inability to serve the project. The proposal will not be detrimental to the public health and safety in that all applicable Codes will apply to the construction of this proj ecL H. The location, size, design, and operating characteristics are consistent with all provisions of the Development Code and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. The proposed construction of the DHL Air Cargo Facility will be compatible with the existing development in the area. SECTION 5. Amendment BE IT FURTHER RESOLVED by the Mayor and Common Council that: A. The Land Use Plan of the General Plan and the San Bernardino International Trade Center Specific Plan of the City of San Bernardino is amended by changing the land use designation from San Bernardino International Trade Center Specific Plan Tourist Commercial to lndustrial, for approximately 30 acres located at the southeast comer of 3rd Street and Del Rosa Avenue, and deleting reference to Tourist Commercial 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2] 22 23 24 25 26 27 28 2004-324 from the Specific Plan. This amendment is designated as General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 and its location is outlined on the map entitled Attachment A, and described in Attachment B, copies of which are attached and incorporated herein for reference. B. General Plan Amendment No. 04-03 and Specific Plan Amendment No. 04-02 shall become effective immediately upon adoption of this resolution. SECTION 6. Map Notation This resolution and the amendment affected by it shall be noted on such appropriate General Plan maps previously adopted and approved by the Mayor and Common Council and which are on file in the office of the City Clerk. SECTION 7. Notice of Determination The Planning Division is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino certifying the City's compliance with California Environmental Quality Act in preparing the environmental documentation. III 8 , 2004-324 1 RESOLUTION OF THE CITY OF SAN BERNARDINO ADOPTING GENERAL PLAN 2 AMENDMENT NO. 04-03.... LOCATED ON THE SOUTH SIDE OF 3RD STREET, EAST OF DEL ROSA A VENUE. 3 4 5 I HEREBY CERTTFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting thereof, October , 2004, by the following vote, to wit: AYES NAYS ABSTAIN ABSENT x x x x x J5 JOHNSON 16 MC CAMMACK 17 J8 J9 20 2J x x ~~~ City Clerk The foregoing resolution is hereby approved this ,day of ~ober __,2004. 22 H V ALLES, Mayor ity of San Bernardino 23 Approved as to form 24 and legal content: 25 26 JAMES F. PENMAN City Attorney 27 Bt 1 p~ 28 9 :1 lil' cl o N29"36' 31"W 29.07' N88"S8'07"E . 298.59' IWL PARCEL LEASE TO IVDA 501 "01 '53"E 47.30' 'N88'58"OIE 443.56' \ \ I L I f;; I r-: 10 I ~ I l?i ~ I~ p .0 ~ I~ IZ .I.~ IW : I~ ~:~:) ;; vr ~I 10.11 ~I :cil 15 1:-' o fen I b o C'l " . _ .or I 1~ i~ , , I r ~ 1 w ~I ~ _I b ~I~ 8 <C ~ ~i~'- WI ~I S44!.24'46"W 150.72' t;. =29"20'25" R"'659.96' L=337.95' ~ I ;,., o a:i ..q- 10 ,,\"l,. ~~ bt~ 0*" ~(j ~ PARCEL 1 w . 10 C'l' . 0 ..q-o o. " 0 0110 !Xl Z ,~ ''l-J . 1.10 ~ N 89"04'25" E lp~ ~ 251.35' Y' .5..q- N45"55'3S.W .Z 39.60' N43"06'10"E PARCEL 2 41.73' I '1':28 I I C'lz I N41"20'S4"r I I 42.29' N89'53'09"E I 717.63' , 249.67' 328.05' 389.58 ,- - ~'53 Pll. L- __ _~ _ -----:_ __ ~ N4S'SS'OO"E ~ RfAL TO AVENUE b 42.80' I") L PARCEL 3 538"42' 44" W 84.51' < ffi ...Jen 10.1 ~H~ <10.1 ll..en ~L5 --I 16.77' NOTE: BEARINGS AND 'DlSTANCES SHO'lltl IEREON ARE GRD, BASED ON_ lHE CAlJI'CJINIA COORDINA 1E SYSmt (NAD 83) Z(JoIE 5. m OBT AlN GROUND DlSTANCES,'DtVlOE 1IIE DISTANCE SHOWN BY 0.99993157. REVISION PREPARED BY: Associated Engineers, Inc, 3311 EAST SHELBY STREET ONTARIO, CAUFORNIA 91764 TEl:(909)960-1982 · FAX:(909)941-0891 PREPARED fOR: SAN BERNARDINO INTERNATIONAL AIRPORT AUTHcmlTY PARCELS 1, 2 AND 3 SEPTEMBER 24, 2004 l: \2004\040ll1\DW\t.lAPPING\LEGAl.S\ZONEI'LAT 2004-324 LEGAL DESCRIPTION PARCEL 1 ATTACHMENT "B" In the City of San Bernardino, County of San Bernardino, State of California, being portions of Block 49 and 50 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcel "A-1" as described in a sub-lease by and between the Inland Valley Development Agency and Ming Plaza Development, reCOrded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENCING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00055'35" East, along said centerline, 1015.95 feet; thence at right angles to said centerline, North 89004'25" East, 60.00 feet to the East line of said Del Rosa Drive and the TRUE POINT OF BEGINNING; thence North 43006'10. East, 41.73 feet; thence North 89004'25" Eas~ 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41"20'54" West, 42.29 feet; thence North 89053'09" East, 328.05 feet to a point hereinafter mentioned es Point "A"; thence North 01"01 '53" West, 491.49 feet; thence North 88058'07" East, 443.56 feet; thence North 01001'53" West, 687.37 feet to the beginning of a tangent curve, concave southwesterly, having a radius of 463.97 feet; thence along said curve through a central angle of 28034'38", 231.41 feet; thence North 29"36'31" West, 29.07 feet; thence North 79034'12" West, 17.19 feet to the southerly line of 3rd Street, said point bears 60.00 feet, measured at right angles from the centerline of 3rd Street; thence along said southerly line, South 60024'42" West, 229.83 feet to the beginning of a tangent curve, concave northwesterly having a radius of 659.96 feet; thence along said curve through a central angle of 29020'25", 337.95 feet; thence South 89045'07" West, 328.38 feet; thence South 44024'46" West, 150.72 feet to the East line of Del Rosa Drive; thence along said east line South. 00055'35"Easl; 848.Uneelto tfieTRUE POINTOFBEG1NNING. - - - - .... .. .. . . . . EXCEPTING therefrom that portion described as follows: BEGINN ING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-2 as shown on a Record of Survey No. 96-0174, filed as Book 108, Pages 76-77 of Records of Survey In said Office ofthe County Recorder, said point also being the southwesterly corner of Parcel "A-2", as described in said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of said Parcel"A-2", North 01001 '53" West, 491.49 feet to the northwesterly corner of said Parcel "A_20; thence continuing, North 01001 '53" Wast, 47.30 feet; thence South 88058'07" West, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described In a Deed recorded May21, 1998 as Document No. 19980196585, of Official Records in said Office oflhe County Recorder, said point being distant North 00055'35" West, 247.00 feet from the northeasterly corner of said land described in said last mentioned Deed; thence along said northerly prolongation, South 00"55'35" East, 247.00 feet to said northeasterly corner; thence along the easterly line of said last mentioned Deed and continuing South 00"55'35" East, 255.31 feet; thence continuing along said easterly line, South 41"20'54" West, 42.29 feet to Ihe southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89053'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 19.90 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel A" as described In Certificate of Compliance for Lot Line Adjustment No. 2003-005, recorded June 19, 2003 as Document No. 2003-0414267 Official Records .' L:12004\040611DWG\MA?PJNG\legPJl5\PARCEll.00C 2004-324 LEGAL DESCRIPTION PARCEL 2 In the City of San Bernardino, County of Sari Bernardino, State of California, being a portion of Block 49 of the Rancho Sari Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, being a portion of Parcels "A-1" and "A-2, as described if1 a su~-Iease by and between tl1l'llnland V!'!Hey QevelopmEmt Agency and MingPlaza Development, recorded January 24, 1997, as Document No. 19970024757 of Official Records in the Office of the County Recorder of said County, described as follows: COMMENC ING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89045'07" East, 0.47 feello the centerline of Del Rosa Drive; thence SoLith 00055'35" East, along said centerline, 1015.95 feet; thence at rlght angles to said centerline, North 89004'25" . Eest, 60.00 feet to the East line of said Del Rosa Drive; thence North 43006'10" East, 41.73 feet; thence North 89004'25" East, 251.35 feet; thence South 45055'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41020'54" West, 42.29 feet; thence North 89053'09" East, 328.05 feet to the TRUE POINT OF BEGINNING, said point hereinafter mentioned as "Point A"; thence North 01001'53" West, 491.49 feet; thence North 88058'07" East, 443.56 feet; thence South 01'01'53" East, a distance of 43Z.74 feet; thence South 38"42'44" West, 84.51 feet; thence South 89053'09" West, 389.58 feet to the TRUE POINT OF BEGINNING. TOGETHER wilh that portion described as follows: BEGINNING at the aforementioned Point A, said point being the southwesterly comer of Parcel F-Z as shown on a Record of Survey Ng. 96-0174, flle9.a.sB09~J 08, page_s_I6~ 7.:7 qfBecoJds.of&ulYeyjn ~aid .Off~ oUbe . Co'untY Recorder, said point also being the southwesterly corner of Parcel "A-2", as described In said sub- lease by and between the Inland Valley Development Agency and Ming Plaza Development; thence northerly along the westerly line of said Parcel "A-Z", North 01001 '53" West, 491.49 feet to the northwesterly corner of said Parcel "A-2"; thence continuing, North 01'01'53" West, 47.30 feet; thence South 88058'OTWest, 298.59 feet to a point of intersection with the northerly prolongation of a line that bears North 00055'35" West, 255.31 feet as shown on said Record of Survey, said line being the easterly line of land described in a Deed recorded May 21,1998 as Document No. 19980196585 of Official Records in said Office of the County Racorder, said paint being distant North 00'55'35" West, 247.00 feet from the northeasterly comer of said land described in said last mentioned Deed; thence along said northerly prolongation, South 00055'35" East, 247.00 feet to said northeasterly comer; thence along the easterly line of said last mentioned Deed and continuing South 00055'35" East, 255.31 feet; thence continuing along said easterly line, South 41020'54" West, 42.29 feet to the southwesterly corner of said Parcel "A-1"; thence along the southerly line of said Parcel "A-1", North 89053'09" East, 328.05 feet to the POINT OF BEGINNING. Area containing 8.69 acres, more or less. Bearings and Distances used In the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal description above was taken from "New Parcel B" as described in Certificate of Compliance for Lot Line Adjustment No. 2003-005, recorded June 19, 2003 as Document No. 2003-0414267 Official Records. L:\20o.\0406I\OWG\MAPprN~\legals\PARCEL 2.llOC ---- - - -~_.~ ~ --.. _._.___~._u__ ____ ,,_ ____ __ __. 2004-324 LEGAL DESCRIPTION PARCEL 3 In the City of San Bernardino, County of San Bernardino, State of California" being a portion of Block 49 of the Rancho San Bernardino, as per map recorded In Book 7 of maps, Page 2, Records of said County together with portions of vacated streets and alleys lyIng within and adjacent to said blocks, more particularly described as follows: . - . Commencing at the intersecllon of the centerline of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street, North 89"45'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00"55'35" East, along said centerline 1015.95 feet; thence at right angles to said centerline, North 89"04'25" East, 60.00 feet to the East line of Del Rosa Drive and the POINT OF BEGINNING; thence North 43"06'10" East, 41.73 feet; thence North 89"04'25" East, 251.35 feet; thence South 45"55'35" East, 39.60 feet; thence South 00055'35" East, 255.31 feet; thence South 41020'54" West, 42.29 feet; thence Sooth 89053'09" West, 249.67 feet; thence North 45055'00" West, 42.80 feet to the East line of Del Rosa Drive; thence North 00055'35" West, along said East line, 250.79 feet to the POINT OF BEGINNING. Area containing 2.17 acres, more or less. Bearings and Distances used in the above description are based on the California Coordinate System, Zone 5 (NAD-83). Divide distances shown by 0.99993157 to obtain ground level distances. The legal descrlpllon above was taken from QuitclaIm Deed recorded May 21, 1998 as Document No. 1998-0196S85 ofOfflcial Re.cords. L:12004\04061\DWl3\MAPPINGIlI&oIoIPARca 3.DOC RECEIVED-CITY CLEHK CITY OF SAN BERNARDINO Development Services Department - Plannin31lBiJiMtJ 2 PM 3: 59 Interoffice Memorandum TO: Mayor and Common Council Valerie C. Ros~uty Director/City Planner FROM: SUBJECT: Stater Bros. Markets Distribution Center Project - Traffic Impact Analysis DATE: October 12, 2005 COPIES: James Penman, City Attorney; Rachel Clark, City Clerk; Fred Wilson, City Administrator; Henry Empefio, Senior Deputy City Attorney; James Funk, Development Services Director; Mark Lancaster, Deputy Director/City Engineer I have previously distributed the Draft Subsequent Environmental Impact Report, which includes the Initial Study and proposed amendments to the SBITC Specific Plan and General Plan, the Responses to Comments, Mitigation Monitoring and Reporting Plan, and the Draft Facts, Findings and Statement of Overriding Consideration. At this time I am distributing the Traffic Impact Analysis (TIA) prepared for the Stater Bros. Markets Distribution Center Project. The TIA is required pursuant to the San Bernardino County Congestion Management Program. The traffic discussion in the Draft Subsequent EIR is a summary of the analysis in the TIA.' Please feel free to contact me if you have any questions. Mayor and Common Council October 17, 2005 Stater Bros. Markets Stater Bros. Markets CtJ:Aff?}1A'lJ'1 (f5'D Jack Brown, ~nt, Stater Bros. Markets Bruce Varner, Varner, Saleson & Brandt, Legal Counsel for Stater Bros. Markets Scott Limbacher, Vice President, Construction & Maintenance, Stater Bros. Markets Wayne Hendrix, Vice President, Construction Management, Matich Corp. Tim Bauer, Leo A Daly Architects l\~ San Bernardino International Airport Authoritv/lnland Vallev Development Agency Timothy Sabo, Interim Director and Legal Counsel City of San Bernardino Mark Lancaster, Deputy Director/City Engineer Robert Eisenbeisz, Senior Civil Engineer, Public Works/Engineering Tom Dodson, Tom Dodson & Associates, Environmental Consultant Development Agreements Development Agreement No. 05-01 David Newsom, Legal Counsel, Hillwood Development Investments John Magness, Senior Vice President, Hillwood Development Investments Development Agreement No. 05-02 ~) Bruce Varner, Legal Counsel for Stater Bros. Markets Timothy Sabo, Interim Director and Legal Counsel Development Agreement No. 05-03 David Newsom, Legal Counsel, Hillwood Development Investments John Magness, Senior Vice President, Hillwood Development Investments Development Agreement No. 05-04 David Newsom, Legal Counsel, Hillwood Development Investments John Magness, Senior Vice President, Hillwood Development Investments :::J ~W 'U at!: z<( I-Q. zl- Wz ::<w wu w<( t!:-, t:)o <(<( I-Ul z>- wO ::<ID Q.Q. OW ..JQ. Wo(I Gj~ 0- ~ . M cj Z I- z_ Wen ::<>- wo WID a:: a. ,.6 t:)W <(Q. 1-0(1 ai~ ::<- Q.~ o ..J W > W o ~ ~ "-~._~ ''''' -~ \ .. - '..J II ~, '^~ '0 " ~~ ~ ICll - -:IE . "'. ~ III '" .. 'E E OC .... Clt.:l ~ ""l ~ ~ E ~ ~l ~ ~ ~ []~~ .. ~ c: 0- W . ~\~~, , .:,.'( H'''~' I-~Lrf_ f"=~ C:::. "" . "',:-'-ill,::,' " \' ,,,,':. ",.,,' .,.",..,.' ~ cj z_ 1-0 ZO wo ::<3: W..J W..J t!:- t:)I <(0(1 1-<( ZO w> ::<-. 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