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Recital E. Since 1993, UP has operated an intermodal facility located at 1000 East Roth Road in the unincorporated portion of San Joaquin County which provides for the transfer of intermodal cargo containers from rail car to truck for local/regional distribution and from truck to rail car for long-haul shipment by rail as an alternative to long-haul truck shipment on regional highways (the facility as it exists now and as it may be expanded in the future is referred to herein as the "UP Intermodal Facility" or"Facility'). The Facility therefore serves as a transportation hub and railroad-to-truck transfer point for agricultural and other domestic freight. As of 2010,the UP Intermodal Facility operated pursuant to two use permits issued by the County: (1) Use Permit No. UP-92-13 approved by the County on May 7, 1992, for the original facility construction and operation, and (2) Use Permit No. PA-0900174 approved by the County on September 17, 2009, for the construction of temporary parking bays for intermodal units and a retention basin. The current Facility covers an approximately 132-acre footprint on 278 acres owned or leased by UP. Recital F. In 2010, Union Pacific applied to the County for a use permit to expand the Facility in two phases from the current operational footprint to a total of approximately 278 acres, or an increase of approximately 146 acres over the current 132-acre footprint, as depicted in Exhibit A-1. Phase I as described in the use permit would increase the Facility's capacity from 270,000 cargo container transfers (to/from a rail car), or"lifts,"per year to 400,000 lifts per year. Phase 11 as described in the use permit would further increase the Facility's capacity from 400,000 lifts per year to 730,000 lifts per year. Recital G. On November 1, 2012, the San Joaquin County Planning Commission granted Use Permit No. PA-0900184 (the"Use Permit")to Developer for the expansion of the Facility as set forth in the Use Permit and Exhibit A-1 attached hereto (the "Project"). The Planning Commission's decision was appealed to the County Board of Supervisors, but the appeal was withdrawn at the Board of Supervisors meeting of March 12, 2013. The effective date of approval of the Use Permit was therefore March 12, 2013, and the original expiration date of the Use Permit was September 12, 2014. Recital H. On December 18, 2014, the San Joaquin County Planning Commission approved a one-year Time Extension for the Use Permit, pursuant to a timely filed application by the Developer, extending the expiration date of the Use Permit to September 11, 2015. In addition, on September 23, 2014, the County Board of Supervisors approved Application No. PA-1400047 of San Joaquin County Regarding Adoption of Ordinance Extending by Twenty- Four Months the Expiration Date of Use Permits, Site Approvals, and Quarry Excavation Permits That Had Not Expired as of July 11, 2013 and Repeal and Replace Ordinance No. 4381 (the "24-Month Extension Ordinance"). Prior to this Agreement, the expiration date of the Use Permit was therefore September 12, 2016, pursuant to the 24-Month Extension Ordinance. The expiration date of the Use Permit is hereby extended until expiration of the Term of this Agreement as provided below. Recital 1. Prior to granting the Use Permit, the County undertook, pursuant to the California Environmental Quality Act("CEQA"), an analysis of the environmental effects which could be caused by the Project, and determined those mitigation measures which would eliminate, or reduce to a level of insignificance,the adverse environmental impacts of the -2-