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DEVELOPMENT AGREEMENT By and Between COUNTY OF SAN JOAQUIN AND UNION PACIFIC RAILROAD COMPANY Union Pacific Modernization and Expansion Project RECITALS This Agreement is entered into as of , 2015 (the "Effective Date")by and between San Joaquin County, a political subdivision of the State of California(the "County") and Union Pacific Railroad Company, a Delaware corporation ("UP" or"Developer") on the basis of the following facts, understandings and intentions of the parties: Recital A. These Recitals refer to and utilize certain capitalized terms which are defined in Section 1.1. of this Agreement. Recital B. The Development Agreement Legislation authorizes County to enter into development agreements in connection with the development of real property within its jurisdiction by persons having a legal or equitable interest in the real property which is the subject of a development agreement. The Development Agreement Legislation also authorizes counties to enact, by resolution or ordinance, procedures or requirements for the consideration of development agreements, to meet the goals of the Development Agreement Legislation, to conserve resources, reduce development costs to the consumer and encourage investment in and a commitment to comprehensive planning to maximize the efficient utilization of resources at the least economic cost to the general public. Recital C. County has enacted the Development Agreement Regulations, establishing the procedures and requirements for the consideration of Development Agreements thereunder pursuant to the Development Agreement Legislation. Recital D. The property subject to this Agreement consists of approximately 278 acres and is generally located as shown in Exhibit A-1 attached hereto and consisting of property owned in fee or leased by Developer and unconditionally subject to this Agreement, which is legally described in Exhibit A-2 attached hereto (the"Property"). -1-