Chino City Council
September 5, 2023

PUBLIC IMPROVEMENT AGREEMENT
by and between

CITY OF CHINO
and

ORBIS REAL ESTATE PARTNERS
01225. 0006/ 367559. 3 Updated 10- 2020

PUBLIC IMPROVEMENT AGREEMENT BETWEEN

THE CITY OF CHINO
AND

ORBIS REAL ESTATE PARTNERS
Agreement Date: April 20, 2021
Developer' s Name: Orbis Real Estate Partners
Project Description: Master Site Approval PL15- 0527, Special Conditional Use Permit PL15-0528, Tentative Parcel Map 19689 PL15-0529, and Site Approval PL15-0530 as presented by Developer, consists of approximately 70 acres of land for the construction of a 1, 203, 050 square foot industrial park. The project consists of eight industrial buildings ranging in size from 44, 000 square feet to 352, 000 square feet, and 17 business park buildings ranging in size from 5,825 square feet to 11,500 square feet in the LI ( Light Industrial) and AR ( Airport Related) land use designations of The Preserve SpecificPlan. TheprojectisgenerallylocatedonthenorthsideofKimballAvenue, west of Hellman Avenue, east of Flight Avenue, and south of Remington Street.

Parcel Map No.: PL15- 0529
Estimated Total Cost of Improvements: $ 81, 000. 00
Security:

Bond No.: PB00067200381
Surety: Philadelphia Indemnity Insurance Company
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Designees for the Service of Written Notice:

CITY: DEVELOPER:

Chris Magdosku Jason Huber, PE
City Engineer VP Construction & Entitlements
13220 Central Avenue Orbis Real Estate Partners
Chino, CA 91710 280 Newport Center Dr., Suite 240
Newport Beach, CA 92660
909) 334- 3417
cmagdosk, u( cr7,cityofchino. org 626) 786- 7525
jhuber( corbisrep. com

CITY PROJECT INSPECTOR SURETY
Isaac Ortega Philadelphia Indemnity Insurance Company
Permit & Inspection Supervisor
13220 Central Avenue
Chino, CA 91710
909) 334- 3501
iortega( a,cityofchino. orq
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TABLE OF CONTENTS

1. Construction Obligations 1

1. 1 Works of Improvement

1. 2 Other Obligations Referenced in Conditions of Approval

1. 3 Intent of Plans

1. 4 Survey Monuments

1. 5 Performance of Work

1. 6 Changes in the Work

1. 7 Defective Work

1. 8 No Warranty by City

1. 9 Authority of the City Engineer

1. 10 Documents Available at the Site

1. 11 Inspection

1. 12 Compliance with Law; Applicable Standards for Improvements

1. 13 Suspension of Work

1. 14 Erosion and Dust Control and Environmental Mitigation

1. 15 Final Acceptance of Works of Improvement

1. 16 Vesting of Ownership

1. 17 Developer's Obligationto Warn Public DuringConstruction

1. 18 Injuryto Public Improvements, Public Propertyor Public Utility

2. Time for Performance 5

2. 1 Commencement and Completion Dates

2. 2 Phasing Requirements

2. 3 Force Majeure

2. 4 Continuous Work

3. Labor 6

3. 1 Labor Standards

3. 2 Nondiscrimination

3. 3 Licensed Contractors

3. 4 Workers' Compensation

4. Security 7

4. 1 Required Security

4. 2 Form of Security Instruments

4. 3 Developer' s Liability

4. 4 Letters of Credit

4. 5 Release of Security Instruments
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5. Cost of Construction and Provision of Inspection Service 10

5. 1 Developer Responsible for All Related Costs of Construction

5. 2 Paymentto Cityfor Costof RelatedInspectionandEngineeringServices

5. 3 Payment of Development Impact Fees

6. Acceptance of Offers of Dedication 10

7. Warranty of Work 10

8. Default 11

8. 1 Default by Developer

8. 2 Remedies

8. 3 Remedies Not Exclusive

8. 4 Attorney' s Fees and Costs

8. 5 Waiver

9. Indemnity/ Hold Harmless 12

10. Developer' s Indemnity of Project Approval 13

11. Insurance Requirements 13

12. Environmental Warranty 15

13. General Provisions 16

13. 1 Successors and Assigns

13. 2 No Third Party Beneficiaries

13. 3 No Vesting Rights

13. 4 Developer is Not Agent of City

13. 5 Time of the Essence

13. 6 Notices

13. 7 No Apportionment

13. 8 Severability

13. 9 Captions

13. 10 Incorporation of Recitals

13. 11 Interpretation

13. 12 Entire Agreement; Waivers and Amendments

13. 13 Counterparts

14. Authority 18
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PUBLIC IMPROVEMENT AGREEMENT
THIS PUBLIC IMPROVEMENT AGREEMENT ( this " Agreement") is entered into this 20th day of April, 2021, by and between the CITY OF CHINO, a municipal corporation, organizedandexistingin the Countyof SanBernardino, underandby virtueof the lawsof the State of California, (" CITY"), and ORBIS REAL ESTATE PARTNERS (" DEVELOPER").

RECITALS
A. Developeris the owner of certainreal propertylocatedin the City of Chino, County of San Bernardino, State of California ( the " Property"), as described on Exhibit " A", which Developer proposes to develop and construct certain works of improvement thereon, as hereafter set forth.

B. Developerhas appliedfor and receivedconditionalapprovalfrom the City to construct off-site water improvements, at Hellman and Kimball Avenues ( the " Project").

C. The City desires to assure that said improvements proposed for the Project will be constructed in a good workmanlike manner and in accordance with all applicable laws, statues, ordinances, resolutions and regulations now in force and effect in the City of Chino and the State of California, all of which are incorporated herein.

D. The Developeracknowledgesfamiliaritywith the variousrequirementsfor public improvementscontained in the Chino MunicipalCode and agrees to comply therewith.

COVENANTS
Baseduponthe foregoingRecitalswhichare incorporatedhereinby referenceand in considerationof City's site plan or other entitlementsfor the Property and permitting development of the Property to proceed, Developer agrees to timely perform all of its obligations as set forth herein.

1. Construction Obligations.

1. 1. Works of Improvement. Developer agrees, at its sole cost and expense, to construct or install, or cause to be constructed or installed the street, drainage, domestic water, sanitary sewer, street lighting, landscaping, utility, and other improvements more fully described as Exhibit " B" attached hereto ( the " Works of Improvement"), as the same may be supplemented and revised from time to time as set forth in this Agreement (said plans and specifications, together with all related documents, the " Plans"). The estimated construction cost for the Works of Improvement is $ 81, 000. 00.

1. 2. Other Obligations Referenced in Conditions of Tentative Map Approval. In addition to the foregoing, Developer shall satisfy all of the other Conditions associated with the Project and the Property. The Conditions associated with the Map are included in Exhibit " B" attached hereto.

1. 3. Intent of Plans. The intent of the Plans referencedin Section 1.1 is to prescribe a completework of improvement which Developer shall perform or cause to be performed in a 01225. 0006/ 367559. 3
1 manner acceptable to the City Engineer, ( or designee), and in full compliance with all codes and the terms of this Agreement. Developer shall complete a functional or operable improvementor facility, even though the Plans may not specifically call out all items of work required for Developer' s contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made or information necessary to carry out the full intent and meaning of the Plans, Developer or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the eventof any doubtor questionarisingregardingthe true meaningof any of the Plans, reference shall be made to the City Engineer whose decision thereon shall be final.

Developer recognizes that the Plans consist of general drawings. All authorized alterations affecting the requirements and information given on the Plans shall be in writing and approved by the City Engineer. The Plans shall be supplemented by such working or shop drawings as are necessary to adequately control the work. Without the City Engineer's priorwrittenapproval, no changeshall be madeby Developeror its contractorto any plan, specification, or working or shop drawing after it has been stamped as approved.

1. 4. Survey Monuments. Before final approval of street improvements, Developer shallplacesurveymonumentsin accordancewiththeprovisionsof the StateSubdivisionMap Act, the Subdivision Ordinance of the City of Chino, and any other applicable law. Developer shallprovidesecurityfor suchobligationas providedin Section4.1(a)(iii) and, aftersettingthe monuments, Developer shall furnish the City Engineer written notice of the setting of said monuments and written proof of having paid the engineer or surveyor for the setting of said monuments.

1. 5. Performance of Work. Developer shall furnish or cause to be furnished all materials, labor, tools, equipment, utilities, transportation, and incidentals required to perform Developer' s obligations under this Agreement.

1. 6. Changes in the Work. The City Engineer, without invalidating this Agreement and without notification to any of the sureties or financial institutions referenced in Paragraph 4, may order extra work or may make changes by altering or deleting any portion of the Works of Improvementas specifiedhereinor as deemednecessaryor desirableby theCityEngineer as determined necessary to accomplish the purposes of this Agreement and to protect the public health, safety, or welfare. The City Engineer shall notify Developer or its contractor in writing ( by Correction Notice) at the time a determination has been made to require changes in the work. No field changes performed or proposed by Developer or its contractor shall be bindingon Cityunlessapprovedin writingby the City Engineer. The Cityand Developermay mutually agree upon changes to the Works of Improvement, subject to the security requirements in Section 4.

1. 7. Defective Work. Developer shall cause its contractor to repair, reconstruct, replace, or otherwise make acceptable any work found by the City Engineer to be defective.

1. 8. No Warranty by City. The Plans for the Works of Improvement have been prepared by or on behalf of Developer or its consultants or contractors, and City makes no representationor warranty, express or implied, to Developeror to any other person regarding the adequacy of the Plans or related documents.
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2 1. 9. Authority of the City Engineer. In addition to the authority granted to the City Engineerelsewherein thisAgreement, the CityEngineershallhavethe authorityto decideall questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Developer and its contractor.

1. 10. Documents Available at the Site. Developershall cause its contractor to keep a copy of all approved Plans at the job site and shall give access thereto to the City's inspectors and engineers at all times.

1. 11. Inspection. Developer shall have an authorized representativeon the job site at all times during which work is being done who has full authority to act for Developer, or its design engineer, and Developer' s contractor( s) regarding the Works of Improvement.

Developer shall cause its contractor to furnish the City with every reasonable facility for ascertaining whether or not the Works of Improvement as performed are in accordance with the requirements and intent of this Agreement, including the Plans. If the City inspector requests it, the Developer' s contractor, at any time before acceptance of the Works of Improvement, shall removeor uncoversuchportionsof the finishedwork as may be directed which have not previously been inspected. After examination, the Developer' s contractor shall restore said portions of the work to the standards required hereunder. Inspection or supervision by the City Engineer ( or designee) shall not be considered as direct control of the individual workmen on the job site. City's inspectors shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement.

The inspectionof the work by City shallnot relieveDeveloperor its contractorof any obligations to fulfill this Agreement as herein provided, and unsuitable materials or work may be rejected notwithstandingthat such materialsor work may have been previously overlooked or accepted.

1. 12. Compliance With Law; Applicable Standards for Improvements. In addition to the express provisions of this Agreement and the Plans, Developer shall cause construction of the Works of Improvement to be completed in accordance with all other applicable federal, state, and local laws, ordinances, rules and regulations. In addition, without limiting the foregoing, the Developershall, at its expense, obtain and complywith the conditions of all necessary permits and licensesfor the construction of the Works of Improvement. The Developer shall also give all necessarynotices and pay all fees and taxes as requiredby law.

Developer shall construct the improvements in accordance with the City standards in effect at the time of the adoption of this Agreement. City reservesthe right to protect the public safety or welfare or complywith applicable Federalor State law or City zoning ordinances.

1. 13. Suspension of Work. The City Engineershall have authority to order suspension of the work for failure of the Developer's contractor to comply with law pursuant to Section

1. 12. In case of suspension of work for any cause whatsoever, Developer and its contractor shall be responsible for all materials and shall store them properly if necessary, and shall providesuitable interim drainage and/or dust control measures, and erect temporary structures where necessary.
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3 1. 14. Erosion and Dust Control and Environmental Mitigation. All grading, landscaping, and constructionactivitiesshall be performedin a mannerto controlerosionand prevent flooding problems. The City Engineershall have the authorityto requireerosionplans to prescribe reasonable controls on the method, manner, and time of grading, landscaping, and construction activities to prevent nuisances to surrounding properties. Plans shall include without limitation temporary drainage and erosion control requirements, dust control procedures, restrictions on truck and other construction traffic routes, noise abatement procedures, storage of materials and equipment, removal of garbage, trash, and refuse, securingthe job site to prevent injury, and similar matters.

1. 15. Final Acceptance of Works of Improvement. After Developer' s contractor has completed all of the Works of Improvement, Developershall then request a final inspection of the work. If items are found by the City's inspectorsto be incompleteor not in compliancewith thisAgreementor anyof the requirementscontainedor referencedherein, Citywill informthe Developer or its contractor of such items. After the Developer' s contractor has completed these items, the procedure shall then be the same as specified above for the Developer's contractor' s initial request for final inspection. If items are found by City's inspectors to be incomplete or not in compliance after two ( 2) " final" inspections, the City may require the Developer or its contractor, as a condition to performingfurther field inspections, to submit in writinga detailedstatementof the work performedsubsequentto the date of the previous inspection which was found to be incomplete or not in compliance at that time. Developer shall be responsiblefor paymentto City Engineerof re-inspectionfees in the amountnecessaryto covertheCity's costsforadditionalfinalinspections, asdeterminedbythe CityEngineer.

No inspection or acceptance pertaining to specific parts of the Works of Improvement shallbe construedas finalacceptanceof anypartuntilthe overallfinalacceptanceby theCity Engineer is made. The City Engineer shall make a certification of completion and acceptance ontheWorksof Improvementbyrecordationofa NoticeofAcceptanceon behalfoftheCity.

Final acceptanceshall not constitute a waiver by the City Engineerof defectivework subsequently discovered.

The date on which the Works of Improvement will be considered as complete shall be the date of the Notice of Acceptance.

1.16. Vestingof Ownership. Uponrecordationof the Noticeof Acceptance, ownership of the Works of Improvementshall vest in the City.

1.17. Developer' s Obligation to Warn Public During Construction. Until recordation of the Noticeof Acceptance, Developershallgive goodand adequatewarningto the publicof any dangerous condition of the Works of Improvements, and shall take reasonable actions to protect the public from such dangerous condition. Until recordation of the Notice of Acceptance, Developer shall provide forty- eight ( 48) hours' advance written notice to all neighboring property owners and tenants affected by Developer' s operations or construction of the hours, dates and duration of any plannedconstructionactivities.

1. 18. Injury to Public Improvements, Public Property or Public Utility. Until recordation of the Noticeof Acceptanceof the Worksof Improvement, Developerassumesresponsibility for the care and maintenance of, and any damage to, the Works of Improvements. Developer shallreplaceor repairall Worksof Improvements, publicproperty, publicutilityfacilities, and 01225. 0006/ 367559. 3
4 surveying or subdivision monuments and benchmarks which are destroyed or damaged for any reason, regardless whether resulting from the acts of the Developer, prior to the recordation of the Notice of Acceptance. Developer shall bear the entire cost of such replacementor repairs regardless of what entity owns the underlying property. Any repair or replacementshall be to the satisfaction, and subjectto the approval, of the City Engineer.

Neither the City, nor any officer or employee thereof, shall be liable or responsible for any accident, loss or damage, regardless of cause, occurring to the work or Works of Improvements prior to recordation of the Notice of Acceptance of the work or improvements.

2. Time for Performance.

2. 1. Commencement and Completion Dates. Subject to Sections 2. 2 and 2. 3 below, Developer shall ( i) commence with construction and installation of the Works of Improvement thirty ( 30) days following City' s approval of the Plans (" Commencement Date"); and ( ii) complete or cause to be completed all of the Works of Improvementwithin two (2) years after the Commencement Date. In the event good cause exists as determinedby the City Engineer, the time for commencement of construction or completion of the Works of Improvement hereundermay be extended by up to three (3) additionalone year periods. Extensionsshall be executed in writing by the City Engineer. The City Engineer in his or her sole discretion determineswhether or not the Developer has established good cause for an extension. As a conditionof suchextension, the City EngineermayrequireDeveloperto furnishnewsecurity guaranteeing performance of this Agreement, as extended, in an increased amount to compensate for any increase in construction costs as determined by the City Engineer. If Developer requests and is granted an extension of time for completion of the improvements, City may apply the standards in effect at the time of the extension.

2. 2. Phasing Requirements. Notwithstanding the provisions of Section 2. 1, the City reserves the right to control and regulate the phasing of completion of specific Works of Improvement as required to comply with applicable City ordinances, regulations, and rules relating to the timely provision of public services and facilities. In addition to whatever other remedies the City may have for Developer's failure to satisfy such phasing requirements, as the same now exist or may be amended from time to time, Developer acknowledges City's right to withhold the issuance of further building permits on the Property until such phasing requirements are satisfied. Prior to issuance of building permits, Developer shall provide satisfactory evidence that all applicable requirements that are a condition to issuance of building permits have been satisfied. Such requirements may include the payment of fees, construction of improvements, or both. Final inspections or issuance of Certificates of Occupancymay be withheldfrom the Developerby the City, if, upona determinationby the City Engineer, completion of specific Works of Improvements or other requirements associated with the developmentof the Propertyhave not been completedto the City Engineer's satisfaction.

2. 3. Force Majeure. Notwithstanding the provisions of Section 2. 1, Developer' s time for commencement and completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Developer, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, pandemics, acts or failures to act of a public agency (including City), required changes to the scope of work required by City, and similar causes; provided, 01225. 0006/ 367559. 3
5 however, thattheperiodofanyenforceddelayhereundershallnotincludeanyperiodlonger than five ( 5) days prior to City' s receipt of a written notice from Developer or its contractor detailingthe groundsfor Developer's claim to a right to extend its time for performance hereunder. The City Engineer shall evaluate all claims to Force Majeure and make a reasonable determination regarding the length of any extension of time for commencement and/or completionof the Works of Improvementand the City Engineer's decision shall be final.

2. 4. Continuous Work. After commencement of construction of the Works of Improvement ( or separate portion thereof), Developer shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period or more than thirty ( 30) days, events of Force Majeure excepted.

3. Labor.

3. 1. Labor Standards. This Agreement is subject to, and Developer agrees to comply with, all of the applicable provisions of the Labor Code including, but not limited to, the wage and hour, prevailing wage, worker compensation, and various other labor requirements in Division 2, Part 7, Chapter 1, including section 1720 to 1740, 1770 to 1780, 1810 to 1815, 1860 to 1861, which provisions are specifically incorporated herein by reference as set forth herein in their entirety. Developershall expressly require compliancewith the provisions of this Section in all agreements with contractors and subcontractors for the performance of the Works of Improvement.

3. 2. Nondiscrimination. In accordance with the California Fair Employment and Housing Act (" FEHA"), California Government Code Section 12940 et seq., Developer agrees that Developer, its agents, employees, contractors, and subcontractorperformingany of the Works of Improvementshall not discriminate, in any way, against any person on the basis of race, ethnicity, religious creed, color, national origin, ancestry, physical disability, mental disability, medicalcondition, geneticinformation, maritalstatus, sex, gender, genderidentity, gender expression, age, sexual orientation, or military and veteran status. Developer shall expressly require compliance with the provisions of this Section in all agreements with contractors and subcontractors for the performance of this Agreement.

3. 3. Licensed Contractors. Developer shall cause all of the Works of Improvement to be constructed by contractors and subcontractors with valid California Contractors' licenses for the type of work being performed. All of Developer' s contractors and subcontractors shall obtain a valid City of Chino business license prior to performing any work pursuant to this Agreement. Developer shall provide the City Engineer with a list of all of its contractors and subcontractors prior to initiating any work, and all valid Contractor' s licenses and business licensesissued thereto as a condition of constructingthe Works of Improvements.

3. 4. Worker' s Compensation. Developer shall cause every contractor and subcontractor performing any of the Works of Improvementto carry Workers' Compensation Insurance as required by the Labor Code of the State of California and shall cause each such contractor and subcontractor to submit to City a Certificate of Insurance verifying such coverageprior to such contractor or subcontractorentering onto the job site.

4. Security.

4. 1. Required Security.
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6 a) At the time Developerexecutesthis Agreement, Developer shall furnish to City the following bonds, letters of credit, instruments of credit (assignment of deposit account) or other security acceptable to City in its sole and absolute discretionand satisfyingthe requirementsof the applicableprovisionsof this Section 4 below (hereinafter "Security Instruments"):
i) A Security Instrumentsecuring Developer's faithful performanceof all of the Works of Improvement (" Faithful Performance Security Instrument"), in the amount of $ 81, 000. 00 equal to 100% of the estimated construction cost referenced in Section 1.1.
ii) A Security Instrument guaranteeing the payment to contractors, subcontractors, and other persons furnishing labor, materials, and/ or equipment (" Labor and Materials Security Instrument") with respect to the Works of Improvement in an amount equal to 40, 500. 00 equal to 50% of the estimated construction cost referenced in Section 1. 1.

This Agreementshall not be effectivefor any purpose until such Security Instrumentsare supplied to and approvedby City in accordanceherewith. b) Required Security Instrument for Maintenance and Warranty. Prior to the City Council' s acceptance of the Works of Improvement and recordation of a Notice of Completion, Developer shall deliver a Security Instrument warranting the work accepted for a period of one ( 1) year following said acceptance Maintenance and Warranty Security Instrument"), in the amount of $ 8, 100. 00 equal to 10% of the estimated construction cost set forth in Section 1. 1 or a suitable amount determined by the City Engineer.

4. 2. Form of Security Instruments. All Security Instruments shall be in the amounts required under Section 4. 1 ( a) or 4. 1( b), as applicable, shall meet the following minimum requirementsand otherwiseshall be in a formprovidedby Cityor otherwiseapprovedby the City Attorney:
a) Bonds. For Security Instrumentsprovided in the form of bonds, any such bond must be issued and executed by an insurance company or bank authorized to transact surety business in the State of California. Any insurance company acting as surety shall have a minimum rating of A- IX, as rated by the current edition of Best's Key Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858. Any bank acting as surety shall have a minimum rating of AA, as rated by Moody' s or Standard & Poor' s.
b) Letters of Credit. For Security Instrumentswhich are letters of credit, any letter of credit shall be an original separate unconditional, irrevocable, negotiable and transferable commercial letter of credit issued by a financial institution with offices in the State of California acceptable to City. Any such letter of credit shall specifically permit City to draw on same by unilateral certification of the City Engineer of the City that Developer is in default under its payment or performance obligations hereunder or in the event Developer fails to deliver a 01225 0006/ 367559. 3
7 replacement letter of credit not less than thirty ( 30) days prior to the date of expirationof anysuchletterof creditandshallfurtherbesubjectto the provisions of Section 4. 4.
c) Instrument of Credit. For Security Instruments which are Instruments of Credit, any Instrument of Credit shall be an assignment of deposit account assigning as security to City all of Developer' s interest in funds on deposit in one or more bank accountswith financial institutionsacceptable to City. d) General Requirementsfor all Security Instruments. i) Payments under any Security Instruments shall be required to be made ( and, with respect to bonds, litigation shall be required to be instituted and maintained) in the City of Chino, State of California and the Security Instrument shall so provide).
ii) Each Security Instrument shall have a minimum term of one ( 1) year after the deadline for Developer's completing the Works of Improvement, in accordance with Section 2. 1 ( other than Instruments of Credit, which shall have no defined term or expiration date).
iii) Each Security Instrumentshall provide that changes may be made in the Works of Improvement pursuant to the terms of this Agreement without notice to any issuer or surety and without affecting the obligations under such Security Instrument. iv) If the Developerseeksto replaceanysecuritywithanothersecurity, the replacement shall: ( 1) comply with all the requirements for security in this Agreement; ( 2) be provided by the Developer to the City Engineer; and ( 3) upon its written acceptance by the City Engineer, be deemed a part of this Agreement. Upon the City Engineer' s acceptance of a replacement security, the former security shall be released by the City.

4. 3. Developer' s Liability. While no action of Developer shall be required in order for City to realize on its security under any Security Instrument, Developer agrees to cooperate with City to facilitate City's realization under any Security Instrument, and to take no action to preventCityfromsuchrealizationofanySecurityInstrument. Notwithstandingthegivingofany SecurityInstrumentor the subsequentexpirationof any SecurityInstrumentor any failureby any surety or financial institutionto perform its obligationswith respect thereto, Developershall be personally liable for performance under this Agreement and for payment of the cost of the laborand materialsfor the improvementsrequiredto be constructedor installedherebyand shall, withinten (10) daysafterwrittendemandtherefor, deliverto Citysuchsubstitutesecurity as City shall require satisfying the requirements in this Section 4.

4. 4. Letters of Credit.
a) In the event a letter of credit is given pursuant to Section 4. 2( b), City shall be entitled to draw on any such letter of credit if a replacement letter of credit 01225. 0006/ 367559. 3
8 expiring in not less than one ( 1) year, unless City agrees to a lesser term in City's soleandabsolutediscretion) is notdeliverednot lessthanthirty (30) days prior to the expiration of the original letter of credit, such substitute letter of credit being in the same amount and havingthe terms and conditions as the initial letter of creditdeliveredhereunder, issuedbya financialinstitutionacceptableto City as of the date of delivery of the replacement letter of credit. b) In the eventof drawby the Cityon a letterof credit, the Citymayelect, in its sole and absolute discretion, to apply any such funds drawn to the obligations secured by such letter of credit or to hold such funds in an account under the control of the City, with no interest accruing thereon for the benefit of the Developer. If the City elects to hold the funds in an account pursuant to the foregoing, City may thereafterat any time elect insteadto applysuchfundsas provided in the foregoing. Developeragreesand herebygrantsCity a security interestin suchaccountto the extentrequiredfor Cityto realizeon its interests therein, and agrees to execute and deliver to City any other documents requestedby City in order to evidencethe creationand perfectionof City's security interest in such account.

4. 5. Releaseof SecurityInstruments. The City shall releaseall SecurityInstruments consistent with Government Code Sections 66499. 7 and 66499. 8, Section 19. 09. 010 of the Chino Municipal Code, and as follows:
a) City shall release the Faithful PerformanceSecurity Instrument and Labor and Materials Security Instrumentwhen all of the following have occurred:
i) Developerhas made written request for release and provided evidence of satisfaction of all other requirements in this Section 4. 5; ii) the Works of Improvement have been accepted;
iii) Developer has delivered the Maintenanceand Warranty Security Instrument; and
iv) after passage of the time within which lien claims are required to be made pursuant to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California. If lien claims have been timely filed, City shall hold the Labor and Materials Security Instrument until such claims have been resolved, Developer has provided a statutory bond, or otherwise as required by applicable law.
b) City shall release the Maintenanceand Warranty Security Instrument upon Developer' s written request upon the expiration of the warranty period, and settlement of any claims filed during the warranty period. c) The City may retain from any security released, an amount sufficient to covercostsand reasonableexpensesandfees, includingreasonableattorney's fees.
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9 5. Cost of Constructionand Provisionof InspectionService.

5. 1. Developer Responsible for All Costs of Construction. Developer shall be responsiblefor paymentof all costs incurredfor constructionand installationof the Worksof Improvement. In theeventDeveloperis entitledto reimbursementfromCityfor anyof the Worksof Improvement, suchreimbursementshallbe subjectto a separateReimbursement Agreementto beenteredintobetweenDeveloperandCitypriorto constructionofthe Worksof Improvement.

5. 2. Paymentto City for Cost of RelatedInspectionand EngineeringServices.

DevelopershallcompensateCity for all of City's costsreasonablyincurredin havingits authorized representative make the usual and customary inspections of the Works of Improvement. In addition, Developer shall compensate City for all design, plan check, evaluating any proposed or agreed- upon changes in the work. The procedures for deposit and paymentof such fees shall be as establishedby the City. In no event shall Developerbe entitledto additionalinspectionsor a final inspectionand acceptanceof any of the Worksof Improvementuntilall Cityfees and chargeshavebeenfully paid, includingwithoutlimitation, charges for applicable penalties and additional required inspections.

5. 3. Payment of Development Impact Fees. Developer shall pay Development Impact Fees pursuant to and in accordance with Chino Municipal Code Chapter 3.40 and Chapter

3. 45, as applicable.

6. Acceptance of Offers of Dedication. The City Council shall pass as appropriate resolution or resolutions accepting all offers of dedication shown on the approvals for the Project, with acceptanceto becomeeffectiveuponcompletionand acceptanceby Cityof the Works of Improvement.

7. Warranty of Work. Developer shall guarantee all Works of Improvement against defective materials and workmanship for a period of one ( 1) year from the date of final acceptance. If any of the Works of Improvementshould fail or prove defective within said one 1) yearperioddueto any reasonotherthanimpropermaintenance, or if any settlementof fill or backfill occurs,
or should any portion of the Works of Improvementfail to fulfill any requirements of the Plans, Developer, within fifteen ( 15) days after written notice of such defects, or within such shorter time as may reasonablybe determined by the City in the event of emergency, shall commenceto repair or replacethe sametogetherwith any otherwork which may be damaged or displaced in so doing. Should Developer fail to remedy defective material and/or workmanship or make replacementsor repairs within the period of time set forth above, City may make such repairs and replacements and the actual cost of the required laborandmaterialsshall be chargeableto andpayableby Developer. The warrantyprovided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law.

8. Default.

8. 1. Default by Developer. Default by Developer shall include, but not be limited to:
a) Developer' s failure to timely commence construction of Works of Improvement under this Agreement;
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10 b) Developer's failure to timely complete construction of the Works of Improvement;
c)
Developer'sfailuretoperformsubstantialconstructionworkfora periodfor 20 consecutive calendar days after commencement of the work; d) Developer' s insolvency, appointment of a receiver, or the filing of any petitionin bankruptcy, eithervoluntaryor involuntary, which Developerfails to discharge within 30 days;
e)
The commencementof a foreclosureactionagainstthe Propertyor a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or f) Developer's failure to performany other obligation under this Agreement.

8. 2. Remedies. The City reservesall remediesavailableto it at law or in equityfor a defaultor breachof Developer's obligationsunderthis Agreement. The City shall have the right, subjectto thisSection, to drawuponor usethe appropriatesecurityto mitigatetheCity's damagesintheeventofdefaultbyDeveloper. TheCity's righttodrawuponorusethesecurity is in addition to any other remedy available to City. The parties acknowledgethat the estimated costs and security amounts may not reflect the actual cost of construction of the improvements and, therefore, City's damagesfor Developer's default shall be measuredby the cost of completingthe requiredimprovements. TheCitymayusethesumsprovidedby the securities for thecompletionof theWorksof Improvementin accordancewiththe plans. Inthe eventthe Developerfailsto cureanydefaultunderthisAgreementwithin20 daysafterthe City mailsa noticeof suchdefaultto the Developerand the Developer's surety, Developerauthorizesthe Cityto performtheobligationfor whichDeveloperis in defaultandagreesto paytheentire cost of such performance by the City. The City may take over the work and complete the Works of Improvement, by contract or by any other method City deems appropriate, at the expenseof the Developer. In suchevent, City, withoutliabilityfor doingso, maycompletethe Works of Improvement using any of Developer' s materials, appliances, plans and other property that are at the work site and that are necessary to complete the Works of Improvement.

8. 3. Remedies Not Exclusive. In any case where this Agreement provides a specific remedy to City for a default by Developer hereunder, the Developer agrees that the choice of remedyor remediesfor Developer's breachshallbe in the discretionof the City. Additionally, any remedy specifically provided in this Agreement shall be in addition to, and not exclusive of, City's rightto pursueany otheradministrative, legal, or equitableremedyto which it may by entitled.

8. 4. Attorney' s Fees and Costs. In the event that Developerfails to performany obligationunderthisAgreement, Developeragreesto payall costsand expensesincurredby City in securing performance of such obligations, including costs of suit and reasonable attorney' s fees. In the event of any dispute arising out of Developer's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailingpartyin suchaction, in additionto any otherreliefwhichmaybe granted, shall be entitled to recover its reasonable attorney' s fees and costs. Such attorney' s fees and cost shallincludefeesandcostsonanyappeal, andin additiona partyentitledto attorney's fees 01225. 0006/ 367559. 3
11 andcostsshallbeentitledtoallotherreasonablecostsincurredininvestigatingsuchaction, taking depositions and discovery, retainingexpertwitnesses, and all other necessaryand relatedcostswith respectto the litigation. All suchfees and costs shall be deemedto have accruedon commencementof the actionandshallbe enforceablewhetheror notthe actionis prosecuted to judgment.

8. 5. Waiver. NowaiverbytheCityofanybreachor defaultbytheDevelopershallbe consideredvalidunlessin writing, andno suchwaiverbythe Cityshallbe deemeda waiverof any subsequentbreachor default by the Developer.

9. Indemnity/Hold Harmless. City or any officer, employeeor agentthereofshall not be liablefor any injuryto personsor propertyoccasionedby reasonof the acts or omissionsof Developer, itsagents, employees, contractorsandsubcontractorsin theperformanceof this Agreement. Developerfurtheragreestoprotect, defend, indemnifyandholdharmlessCity, its officials, boardsandcommissions, andmembersthereof, agents, andemployeesfromany andall claims, demands, causesof action, liabilityor lossof anysort, becauseof, or arising out of, acts or omissions of Developer, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability or loss arising out of the sole active negligence of the City, its officials, boards, commissions, the members thereof, agents and employees, including all claims, demands, causesof action, liabilityor lossbecauseof or arisingout of, in wholeor in part, the designor construction of the improvements. This indemnificationand agreement to hold harmless shall extendto injuriesto personsand damagesor takingof propertyresultingfrom the designor constructionof saidProject, andthe publicimprovementsas providedherein, and in addition, to adjacent property owners as a consequenceof the diversion of waters from the design and construction of public drainage systems, streets and other improvements. Recordation of the Notice of Acceptance by the City of the Works of Improvements shall not constitute an assumptionby the Cityof any responsibilityfor anydamageor takingcoveredby this Section.

Cityshallnot be responsiblefor the designor constructionof the propertyto be dedicatedor the improvementspursuantto the approvedimprovementplansor map, regardlessof any negligent action or inaction taken by the City in approving the plans or map, unless the particularimprovementdesignwas specificallyrequiredby City overwrittenobjectionby Developersubmittedto the City Engineerbefore approvalof the particularimprovement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design.

After recordation of the Notice of Acceptance, the Developer shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect for a period of one ( 1) year; however, Developer shall not be responsible for routine maintenance. It is the intent of this section that Developer shall be responsible for all liabilityfor designandconstructionof the improvementsinstalledor workdonepursuantto this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance or malfeasancein approvingor reviewinganyworkor construction. The improvementsecurity shall not be required to cover the provisions of this Paragraph.

Developershall reimbursethe Cityfor all costsandexpenses, includingbut not limited to fees and chargesof architects, engineers, attorneys, and other professionals, and court costs, incurredby City in enforcing this Section.
01225. 0006/ 367559. 3
12 10. Developer's Indemnityof ProjectApproval. Developershalldefend, indemnify, andhold harmless the City and its agents, officers, and employees from any claim, action, or proceeding against the City or its agents, officers, or employees to attack, set aside, void, or annul, an approvalof the City, advisoryagency, appealboard, or legislativebodyconcerning the Project. The City shall promptlynotifythe Developerof any claim, action, or proceeding andcooperatefullyinthedefenseof anysuchclaim, action, or proceeding. IntheeventCity failsto promptlynotifytheDeveloperof anyclaim, action, or proceeding, or if theCityfailsto cooperate in the defense, the Developer shall not thereafter be responsible to defend, indemnify, or hold harmless the City. Nothing in this Section prohibits the City from participatinginthedefenseof anyclaim, action, or proceedingif Citybearsitsownattorney's feesandcostsanddefendstheactioningoodfaith. Developershallnotberequiredtopayor performany settlementunless the settlement is approvedby the Developer.

11. Insurance Requirements. Developer, at Developer's sole cost and expense and for the full term of this Agreement and any extensions thereto, shall obtain and maintain all of the followingminimuminsurancerequirementsin a form approvedby the City's authorized designeefor RiskManagementpriorto commencinganywork:
a) Commercial General Liability policy with a minimum $ 1 million combined singlelimitfor bodilyinjuryandpropertydamageprovidingall of the following minimum coverage without deductibles:
i) Premisesoperations; includingX, C, and U coverage; ii) Owners' and contractors' protection;
iii) Blanket contractual;
iv) Completed operations; and
v) Products.
b) Commercial Business Auto policy with a minimum $ 1 million combined singlelimit for bodilyinjuryand propertydamage, providingall of the following minimum coverage without deductibles:
i) Coverage shall apply to any and all leased, owned, hired, or non- owned vehicles used in pursuit of any of the activities associated with this Agreement; and
ii) Any and all mobile equipment including cranes which are not coveredunderthe above CommercialBusinessAuto policy shall have said coverage provided under the Commercial General Liability policy.
c)
WorkersCompensationand Employers' Liabilitypolicyin accordancewith the lawsof the Stateof Californiaand providingcoveragefor any and all employees of the Developer:
01225. 0006/ 367559. 3
13 i) This policy shall provide coverage for Workers' Compensation Coverage A); and
i) This policy shall provide coverage for $ 1,000, 000 Employers' Liability ( Coverage B).
ii) Pursuant to Labor Code section 1861, Developer by executing this Agreement certifies: " I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordancewith the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract."
iii) Prior to commencement of work, the Developer shall file with the City's Risk Manager a Certificate of Insurance or certification of permissionto self-insureworkers' compensationconformingto the requirements of the Labor Code.
d) Endorsements. All of the following endorsements are required to be made a part of each of the above-requiredpoliciesas stipulated below:
i) " The City of Chino, its officers, employeesand agentsare hereby added as additional insureds."
ii) " This policy shall be considered primary insurance with respect to any other valid and collectible insurance the City may possess, includingany self- insuredretentionthe City may have and any other insurance the City does possess shall be considered excess insurance only."
iii) " This insurance shall act for each insured and additional insured as though a separate policy has been written for each. This, however, will not act to increasethe limit of the insuring company." iv) " Thirty (30) dayspriorwrittennoticeof cancellationshallbegivento the City of Chino in the event of cancellation and/or reduction in coverage, except that ten (10) days prior written notice shall apply in the event of cancellation for non- payment of premium." Such notice shall be sent to the Risk Manager at the address indicated in Subsection f below.
v) Subsection d( iv) hereinabove " Cancellation Notice" is the only endorsement required of the Workers' Compensation and Employers' Liabilitypolicy.
e) Admitted Insurers. All insurance companies providing insurance to the Developer under this Agreement shall be admitted to transact the business of insurance by the California Insurance Commissioner.
01225. 0006/ 367559. 3
14 f) Proofof Coverage. Copiesof all requiredendorsementsshallbe attached to the Certificateof Insurancewhich shall be provided by the Developer's insurance company as evidence of the coverage required herein and shall be mailed to:

City of Chino
Risk Management
13220 Central Avenue
Chino, CA 91710

12. EnvironmentalWarranty.

12. 1. Priorto the acceptanceof anydedicationsor Worksof Improvementby City, DevelopershallprovideCitywitha writtenwarrantyina formsubstantiallysimilarto Exhibit "C" attachedhereto and incorporatedherein by reference, that:
a)
Neitherthepropertyto bededicatednorDeveloperarein violationof any environmental law, and neither the property to be dedicated nor the Developer are subjectto any existing, pendingor threatenedinvestigationby any federal, state or local governmental authority under or in connection with the environmentallaws relatingto the propertyto be dedicated. b) NeitherDevelopernoranyotherpersonwith Developer's permissionto be uponthe propertyto be dedicatedshall use, generate, manufacture, produce, or release, on, under, or about the property to be dedicated, any Hazardous Substance except in compliance with all applicable environmental laws. For the purposes of this Agreement, the term " Hazardous Substances" shall mean any substanceor materialwhichis capableof posinga riskof injuryto health, safety or property, including all those materials and substances designated as hazardous or toxic by any federal, state or local law, ordinance, rule, regulation or policy, including but not limited to, all of those materials and substances defined as " Toxic Materials" in Sections 66680 through 66685 of Title 22 of the California Code of Regulations, Division 4, Chapter 30, as the same shall be amended from time to time, or any other materials requiring remediation under federal, stateor locallaws, ordinances, rules, regulationsor policies. c) Developer has not caused or permitted the release of, and has no knowledge of the release or presence of, any Hazardous Substance on the property to be dedicated or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the property to be dedicated. d) Developer's prior and present use of the property to be dedicated has not resulted in the releaseof any hazardoussubstanceon the propertyto be dedicated.

12. 2. Developershall give promptwritten noticeto City of:
a) Any proceedingor investigationby any federal, state or local governmental 01225. 0006/ 367559. 3
15 b) authority with respect to the presence of any hazardous substance on the propertyto be dedicatedor the migrationthereoffrom or to any otherproperty adjacent to, or in the vicinity of, the property to be dedicated. c) Any claims made or threatenedby any third party againstCity or the property to be dedicated relating to any loss or injury resulting from any hazardous substance; and
d) Developer's discoveryof any occurrenceor conditionon any property adjoining or in the vicinity of the property to be dedicated that could cause the propertyto be dedicated or any part thereofto be subject to any restrictionson its ownership, occupancy, useforthe purposeforwhichit is intended, transferability or suit under any environmental law.

13. General Provisions.

13. 1. Successors and Assigns. This Agreement shall be binding upon all successors andassignsto Developer's right, title, andinterestin andto the Propertyandanyportion thereof. Developer hereby consents to City recordingthis Agreement as official records of San BernardinoCounty, affectingfee title interestto the Propertyto provideconstructivenoticeof the rights and obligations incurred by Developer in the City' s approval of this Agreement. In the event the Propertyis subsequentlyconveyedby Developerto a third party prior to completionof the Works of Improvement, wherebythe third party is intendedto assume Developer' s responsibilities with regard to this Agreement, ( the " Replacement Developer"), the rightsand obligations of this Agreement shall transferto the Replacement Developer; however, theSecurityInstrumentsrequiredpursuantto Section4 of thisAgreement, andfurnishedby Developer as a condition of the City's approval of this Agreement, shall remain Developer's responsibility to maintain until such time as Developer and its Replacement Developer enter into a Transfer and Assignment of Public Improvement Agreement, ( the " Transfer Agreement"), to acknowledge the transfer of fee title to the Property from the Developerto its Replacement Developer, and to acknowledge the rights and obligations associated with this Agreement upon the Replacement Developer, including Replacement Developer' s responsibilityto furnishreplacementSecurityInstrumentsmeetingtheCity's approvalpursuant to Section 4 of this Agreement. Untilsuchtime as a TransferAgreement, meetingthe City's approval, isexecutedbyDeveloperanditsReplacementDeveloper, andreplacementSecurity Instrumentsmeeting City's approval are furnished by the Replacement Developer, Developer retains sole responsibilityfor maintaining all Security Instrumentsrequired pursuant to Section 4 of this Agreement.

13. 2. No Third Party Beneficiaries. This Agreement is intended to benefit only the partiesheretoandtheir respectivesuccessorsandassigns. NeitherCity nor Developerintend to createany third partybeneficiaryrightsin thisAgreementin any contractor, subcontractor, memberof the general public, or other person or entity.

13.3. No Vesting Rights. Performance by the Developer of this Agreement shall not be construedto vest Developer's rightswith respectto anychangein anyzoningor buildinglaw or ordinance.
01225. 0006/ 367559. 3
16 13. 4. Developer is Not Agent of City. Neither Developer nor Developer' s agents, contractors, or subcontractors are agents or contractors of the City in connection with the performance of Developer' s obligations under this Agreement.

13. 5. Time of the Essence. Time is of the essenceof Developer's performanceof all of its obligations under this Agreement.

13. 6. Notices. Unless otherwise specified in this Agreement, all notices required or providedforunderthisAgreementshallbeinwritinganddeliveredinpersonorsentbymail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date is deliveredin person, or, if mailed, on the date of depositin the UnitedStatesMail.

Noticeshallbeprovidedto thepersonslistedonPages1 and2 ofthisAgreementbythe parties for this purpose.

Eitherpartymayprovidea newdesignatedrepresentativeand/or addressby written notice as provided in this Section.

13. 7.

NoApportionment. NothingcontainedinthisAgreementshallprecludeCityfrom expendingmoniespursuantto agreementsconcurrentlyor previouslyexecutedbetweenthe parties, or fromenteringintoagreementswithotherDevelopersfor the apportionmentof costs of water and sewer mains,
or other improvementspursuantto the provisionsof the City ordinancesprovidingtherefore. Norshallanythingin the AgreementcommitCityto any such apportionment.

13. 8. Severability. If any portion of this Agreementis held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unlessamendedor modified by mutualwritten consentof the parties.

13.9. Captions. ThecaptionsofthisAgreementareforconvenienceandreferenceonly and shall not be used in the interpretationof any provisionof this Agreement.

13.10. Incorporationof Recitals. TherecitalstothisAgreementareherebyincorporated into the terms of this Agreement.

13.11. Interpretation. This Agreement shall be interpretedin accordancewith the laws of the State of California.

13. 12. Entire Agreement; Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiationsandpreviousagreementsbetweenthe partieswithrespectto all or partof the subject matter hereof, except as may be expressly provided herein. All waivers of the provisionsof this Agreementmustbe in writingandsignedby an authorizedrepresentativeof thepartyto becharged, andall amendmentsheretomustbein writingandsignedbythe appropriate representatives of both parties.

13.13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.

14. Authority. ThepersonsexecutingthisAgreementonbehalfofthepartieswarrantthe I) party is duly organized and existing, ( ii) they are duly authorized to execute and deliver this 01225. 0006/ 367559. 3
17 Agreement on behalf of said party, ( iii) bysoexecutingthisAgreement, suchpartyisformallyboundtotheprovisionsofthisAgreement, and (iv) theenteringintoofthisAgreementdoes notviolateanyprovisionsof anyotheragreementto whichsaidpartyis bound.

SIGNATURES ON NEXT PAGE]
01225. 0006/ 367559. 3
18 IN WITNESSWHEREOF, the Cityand the Developerhavecaused this AgreedAgreenentto be executed the day and year first above written
APPROVED S TO FO APPR VED AS TO CONTENT:

At) teN;
Fred Galante, City Attorney Nicholas S. ori, AICP Development Services Director
ORBIS REAL ESTATE PARTNERS:

By:

Signature and Date)
Name: 4
SEE. CALIFORNIA
CKNOWLED Please type or print nanhe)A
DATE
Title t-1-71L-iii,-
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CITY OF CHINO
Matthew all nt ne, City manager
Dated:

ATTEST
By
Angei ° Pies, City Clerk
Dated: __ I ( o
D 1225 0006/ 367559 3
I
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CrOL CODE
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0' 1225. 0006/ 367559. 3
Exhibit A
PARCEL MAP NO. 19689

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EXHIBIT " B"

WORKS OF IMPROVEMENT
A. Removal of undesirable, dangerous and dead plant materials and roots.

B. All onsite and offsite grading as specifiedon the approvedgrading plan.

C. Relocation of all public utility structures as necessary to properly construct the required improvements.

D. Water mains, valves, hydrants, services, meters and appurtenances to serve each lot as shown on the approved construction plans and in accordance with City Standards.

E. Underground installation of all electrical, telephone, cable television and any other energy or communication lines that abut or are within the project site.

F. A street lighting system (City-owned) in accordancewith City Standards.

G. Disposalof all rocks and debrislocatedwithinany publicright-of-way within said development or on the boundary streets thereof.

H. Installation of concrete curbs, gutters, sidewalks, cross gutters, driveways and intersectionsas shownon approvedconstructionplansand in accordancewith City Standards.

I. Installation of asphalt concrete or Portland Cement Concrete street pavement on basematerialas shownon approvedconstructionplansandin accordancewithCity Standards.

J. Street signs at intersectionsper the City Standards.

K. Installationof approved landscaping (plantsand materials).

L. Setting monumentsas required by the State Code.

The Developershall also performall work and furnishall materialsnecessary, in the opinion of the Director of Development Services or his designee and on his order, to complete the improvements in accordancewith the plans and specifications on file as hereinbeforespecified, or any changesrequiredor orderedby said Engineerwhich, in his opinion, are necessaryor requiredto completethis work. 01225. 0006/ 367559. 3 B-
RESOLUTION NO 2015- 078

EXHIBIT C
t?
nF ENGINEERING COST ESTIMATE
Iii*
t PROJECT NO: PM 19689 Delta 7 Offsite Water Improvements LOCATION: Hellman Ave and Kimball Ave
By: David Evans and Associates, Inc.

DATE: 11/ 3/ 2020
Quantity Unit Item Unit Total Cost
Price Per Item
WATER
1 LS Traffic Control( 5% of Construction Cost) 5% $ 3, 270. 75 25 LF Trench SupportJShoring( 6 foot depth) 15. 00 $ 375. 00 CY Pipe Bedding( Imported) 45. 00 $
10" Pipe& Fittings Installed,includingexcavation,bedding, 23 LF backfill and pavement restoration 80. 00 $ 1, 840. 00 12" x10" Tee& Fittings Installed, including excavation, 1 EA bedding, backfill and pavement restoration 4, 000. 00 $ 4, 000. 00 1 EA 10" Gate Valve 2, 400. 00 $ 2, 400. 00
1 EA 12" Gate Valve 2, 800. 00 $ 2, 800. 00
12 EA 2" Water Service/ Meter 4, 500. 00 $ 54, 000. 00 WATER SUBTOTAL 68, 685. 75
PROJECT ADDITIVES Project Contingencies 10% $ 6, 868. 58 Construction Staking 3% $ 2,060. 57
Soils Testing 1% $ 686. 86
Material Testing 1% $ 686. 86
Construction Inspection 2% $ 1, 373. 72
Contract Administration 1% $ 686. 86
GRAND TOTAL WATER ONLY 81, 049. 19
Fnnr: netPetlmntn o,..,, I .. f O
RESOLUTION NO 2015- 078

EXHIBIT C
r hy
v," , ENGINEERING COST ESTIMATE
oq PROJECT NO: PM 19689 Delta 7 Offsite Water Improvements tivzyi
LOCATION: Hellman Ave and Kimball Ave
By: David Evans and Associates, Inc.

DATE: 11/ 3/ 2020
Quantity Unit Item Unit Total Cost
Price Per Item
ENGINEER' S ESTIMATE GRAND TOTAL 81, 049. 19

BY ENGINEER
Prepared By: Mark Oskorus
R. C. E. Number: 62159
Expiration: 9/ 30/ 2021
1t
No.

N`>
Place R. C.E. Stamp Here

BY CITY
Faithful Performance Bond( 100% of Construction Cost) 81, 000. 00 Labor& material Bond( 50% of Construction Cost) 40, 500. 00 Warranty Bond( 10% of Construction Cost) 8, 100. 00

REVIEWED

CITY OF CHINO ENGINEERING
BY DATE 11/ 09/ 20
EnaCostFstimate Pana 9 of 9 oa,.,,...,,. n.... --., n..,

JA JP X MB X

DH IA DC
LK
E- Mail Sent: 7/ 14/ 16
To: Mike Hitz

PUBLIC WORKS DEPARTMENT CONDITIONS OF APPROVAL
PL 15- 0529 ( PARCEL MAP NO. 19689), PL 15- 0527 ( MASTER SITE APPROVAL), PL 15- 0528 ( SPECIAL CONDITIONAL USE PERMIT), PL 15- 0530 ( SITE APPROVAL) DATE: July 13, 2016 PC MEETING DATE: July 18, 2016 PROJECT DESCRIPTION: Proposed 1.2 million sq. ft. light/medium industrial buildings PROJECT LOCATION: Kimball & Hellman Ayes
APPLICANT: Sares Regis Group PROJECT ENGINEER: Michael Bhatanawin

PRIOR TO THE THREE MAJOR DEVELOPMENT EVENTS OUTLINED BELOW, THE APPLICANT SHALL SATISFY AND FULFILL ALL CONDITIONS MARKED WITH AN ( X). FAILURE TO COMPLY

WITH ANY CONDITIONS OF APPROVAL SHALL BE DEEMED JUST CAUSE FOR REVOCATION OF PROJECT APPROVAL BY THE PLANNING COMMISSION. HOWEVER, THE DIRECTOR OF

COMMUNITY DEVELOPMENT, THE ASSISTANT CITY MANAGER, AND/ OR THE DIRECTOR OF

PUBLIC WORKS SHALL HAVE THE AUTHORITY TO APPROVE MINOR DEVIATIONS IN THE CONDITIONS OF APPROVAL, AND ALL PLANS INCLUDING THE CONSTRUCTION DRAWINGS.

1. 0 PRIOR TO MAP RECORDATION:

X_ 1. 1 Provide a preliminary Title Report no older than 60 days.

X 1. 2 Submit a preliminary soils report to the project engineer for review and approval in accordance with Government Code, Section 66434. 5.

X 1. 3a Make the following dedications:

Street Name Distance Direction From C/ L
Flight Avenue 37- ft East
Hellman Avenue 69- ft West
Kimball Avenue 48- ft North

1. 3b Dedicate the following easements to the City:

X 1. 3c Prepareand recordnecessarydrainage easementsto implementthe project in accordance with drainage law.

X 1. 4 Provide and record a reciprocal use agreement to assure common ingress and egress and joint maintenance of all common access, parking areas and drives.

X 1. 5 Provide a set of proposed Covenants, Conditions and Restrictions ( CC& R) for review and approval. The proposed CC& Rs shall contain the Association' s/Owner' s maintenance obligations with respect to various facilities including, but not limited to, right- of-way landscaping, private streets, sidewalks, utilities, street lights, and Water Quality Management Plan (WQMP) features. This documentmust be submittedto and approvedby the City before it is submitted to any other governmental entity.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 2 July 18, 2016
X 1. 6 Executea SubdivisionAgreementandsubmitsecurityin an amountacceptableto the City Engineerto guarantee constructionof the public improvementslisted in 2.8, 2.21, and 2.23.

All securitymustbe accessibleto theCityat anytimeand in a formacceptableto the City Treasurer, pursuant to Government Code, Section 66499.

X 1. 7 Providea Monumentation Bond in an amount specified in writing by a Registered Engineer or Licensed Land Surveyor of Record.

1. 8 Completeand file the petition for annexationof your project propertyto the City's Landscape and Street Lighting Maintenance District MD 2002- 1.

1. 9 Submit a list of proposedstreet namesfor the interior streetsto the Street Naming Committee for name( s) selection.

X 1. 10 Complywith all applicable requirementsof the City Code.

X 1. 11 Pay all applicable fees pursuant to City Code per the current Public Works fee schedule when fees are due. This includes, but is not limitedto, plan check fees and inspectionfees.

X 1. 12 Submit a Water Supply Assessment in accordancewith Senate Bill 610 and the California Department of Water Resources Guidebook. Applicant shall be responsible for the cost of all studies and reportsthat may be necessaryin order to preparethe Water Supply Assessment.

2. 0 PRIOR TO ISSUANCE OF BUILDING PERMITS FOR ANY LOT WITHIN THE SUBDIVISION/ PRIOR TO ISSUANCE OF CONSTRUCTION PERMITS:

X 2. 1 Record Parcel Map No. 19689 pursuantto the Subdivision Map Act and in accordancewith City Code. Providea duplicatephotomylarof the recordedmapto the City Engineer's office.

X 2. 2 All required plans and studies shall be preparedby a Registered ProfessionalEngineer and submitted to the project engineer for review and approval. All project plans must be approved by the City Engineer' s office before a Building Permit will be issued. All maps, studies, calculation sheets, reports, etc. must be on and/ or folded in an 11- inch x 8 1/2- inch standard format.

2. 3 Providea focusedparkingandcirculationstudycomprisingprojectaccess/egress, internal circulation and project parking analyzes. The study is subject to the review and approval of the City Transportation Manager.

X 2. 4 Prepareandsubmita drainagestudy, includingsupportinghydraulicand hydrologicaldata to the project engineer for approval. The study shall confirm or recommend changes to the City's adopted Master Drainage Plan by identifying off-site and on-site storm water runoff impacts resulting from build- out of permitted General Plan land uses. In addition, the study shall identify the project's contribution and shall provide locations and sizes of catchments and systemconnectionpointsand all downstreamdrainage-mitigatingmeasuresincluding but not limited to offsite storm drains and interim detention facilities.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 3 July 18, 2016
X 2. 5 Prepareandsubmitafinalgradingplanshowingbuildingfootprints, padelevations, finished grades, drainage routes, retaining walls, erosion control, slope easements and other pertinentinformationin accordancewithAppendixJ oftheCaliforniaBuildingCode, latest edition.

X 2. 6
Provideacertificate, fromaRegisteredCivilEngineer, certifyingthatthefinishedgrading hasbeencompletedinaccordancewiththeCityapprovedgradingplan.

X_ 2. 7 Designand installa monitoringmanhole (per City StandardNo. 530) on each domestic sewerlateralconnectionfrom any industrialbuildinginto the City's mainseweror into a private sewer main that is tributary to the City's main sewer. In addition, design and install a sampling Wye on a stubbed out sewer lateral connection into the main sewer for each industrial building in this development.

X 2. 8 Design per City Standards full public improvementsfor all impacted and interior streets/ facilities in accordance with City Code, Standards and Specifications. No contractor or subcontractor may be awarded a contract to construct public improvements unless registered with the Department of Industrial Relations ( DIR). Such public improvements may include, but not be limited to the following: ( Please coordinate and verify all requirements with the project engineer.) 6,7,8,9,10
Street Names
Flight Kimball Hellman
Ave Ave Ave
Curb & Gutter( Offset from Centerline) 22' 33' 33' Sidewalk ( Width) 5' 5' 13'
Asphalt Concrete Pavement on Aggregate Base
Width from Centerline) 20' 31' 31'
Asphalt Concrete Overlay
Street Lights' X X X
Median Island and Landscaping12 14' ( full) X4
Parkway Landscaping12 X X X
Striping and Traffic Controls X X X
Conduit System for CATV
Sewer X3 Xs
Storm Drain
Domestic Water X12
Recycled Water
Fire Hydrants as required by CVIFD X X X
Traffic Signal Interconnect" X X X

1. See COA 2. 16.

2. See COA 2. 17.

3. Coordinateconnectiontoexisting54" KimballInterceptorwithInlandEmpireUtilitiesAgency(IEUA).

4. West half of the median is eligible for DIF credit perthe City Code.

5. Coordinateconnectiontoexisting48" mainwithInlandEmpireUtilitiesAgency(IEUA).

6. Ultimate improvementsthat are in the City's DIF program and that are above and beyond what is required for the project are eligible for DIF credit per the City Code.

7. Additional right-of-way and improvementsmay be requiredto accommodate intersectionsand transitions.

8. Final pipe sizes are subject to change based on the approved technical studies.

9. ImprovementsmustcomplywithADAregulationsatthetimeof acceptancebyCityCouncil.

10. ImprovementsalongprojectfrontageareNOTeligiblefor DIFcreditpertheCityCode.

11. See COA 2. 30.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 4 July 18, 2016

12. Constructa 12" domesticwaterlinefromKimballAveto 1,520' n/o KimballAve. Thisimprovementis eligibleforDIFcreditpertheCityCode. Pleasenotethatsomeoftheseimprovementshavealreadybeen completed by others.

13. CoordinatewiththeCityof Eastvaletoconstructinterimimprovements (e.g. 15' pavedthroughlaneand5' gradedshoulder) ontheeastsideofHellmanAvewithappropriateturnaroundatthenortherlyprojectlimits perCityof ChinoandCVIFDrequirements. Theseimprovementsarenoteligiblefor DIFcredit.

X 2. 9
Obtaindesignandplanapprovalfromappropriateutilitycompaniesforundergroundingall utility lines adjoining and interior to the project, that include power lines of 34.5 kV or less, in accordance with City Code, Chapter 13.32.

X 2. 10 Pay all applicable fees pursuant to City Code per the current Public Works fee schedule whenfeesaredue. Thisincludes, butis notlimitedto, DevelopmentImpactFees, Sewage Facilities Development Fees, and water meter connection fees.

X 2. 11 All projectsdevelopingone (1) acreor moreoftotallandarea, orwhicharepartof a larger phased developmentthat will disturb one acre of land, are requiredto obtain coverage under the StateWater ResourcesControl Board's (SWRCB) General Permitfor storm water discharges associated with construction activity. Proof of filing a Notice of Intent ( NOI) with theSWRCBforcoverageunderthispermitis required. A copyoftheWasteDischarger's Identification Number( WDID), issued by the SWRCB, must be submitted to the Project Engineerpriortoissuanceofgradingpermits. Moredetailedinformationregardingthis GeneralPermit, applicablefeeinformationandthenecessaryformsto completethe NOI are available by calling ( 916) 341-5537 or on the SWRCB web site at http://www.swrcb.ca.gov/water_issues/programs/stormwater/constpermits.shtml_ X 2. 12 Pursuantto SantaAna RegionalWaterQualityControlBoardOrder NumberR8-2010- 0036, NPDES Permit No. CAS618036, prepare a project- specific Water Quality ManagementPlan (WQMP) andsubmitto theprojectengineerfor reviewandapproval. To addressNPDESPermitrequirementsto the maximumextentpracticable, the project shall be designed to specify preferential use of Low Impact Development Best ManagementPractices that reduce pollutants and runoff volume through structural measures ( e.g. infiltration, harvesting, and bio-treatment) and non-structural measures e.g. preservingnaturalareas, clusteringdevelopment, and reducingimperviousareas).

The WQMPshall conformto the requirementsof the San BernardinoCountyStormwater Program, 2013 WQMP Technical Guidance Document.

X 2. 13 Anyfuturemaintenanceandrepairoffireserviceandsewerlateralstotheprojectsiteshall bethe soleresponsibilityof the applicant/propertyownerin accordancewithCityCode, Chapter 13. 04. 175 and 13. 12. 150.

X 2. 14
Conveyownershipof allexistingonsitewaterwellsto the Cityandconvertto monitoring wellsasdirectedbytheCity's WaterUtilitiesSupervisor. Prepareandrecordanynecessary easementsto providethe Citywithaccessto the monitoringwells. Anyexistingwaterwells that cannotbe feasiblyconvertedto monitoringwellsshallbe destroyedper CityStandard No. 465.

X 2. 15
SubmittotheCityelectronicfiles, inAdobeAcrobatPDFformat, ofallsubmittals, including reports, studies, improvement plans and City redlines of previous submittals.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 5 July 18, 2016
X 2. 16
Thedeveloperis responsibleforthecontinuedoperationandmaintenanceof perimeter street lights, common area landscaping, and parkway areas ( landscaping, sidewalk). The projectis requiredto establishan associationfor thecontinuedoperationandmaintenance of aboveimprovementsor the alternativeis to annexthe propertiesinto the Preserve Master Maintenance Corporation ( PMMC). The developer/ association shall enter into a maintenance agreement with the City should the properties not be annexed into the PMMC.

X 2. 17 Recycledwatershallbe utilizedforgradingoperations, dustcontrolactivities, andcommon area/ public landscape irrigation.

X 2. 18 All publicstreetcornersshallhavea minimumcurbradiiperCityCode, Chapter19.06 and City Standards and Specifications.

X 2. 19
Developershallpreparesigningandstripingplans, signalplansandimprovementplansfor all affectedstreetintersectionandsegmentsto includenewlaneconfigurations, appropriate transitions, modifiedlaneconfigurations, utilitylocation, etc. to thesatisfactionof theCity Engineerand the Assistant City Manager/Directorof PublicWorks.

X 2. 20
ProvideadequatesightdistanceperCityStandardNo. 1025foreachprojectdrivewayand at all intersections. Landscaping type and height shall be maintained to ensure sight distance requirementsare perpetuated.

X 2. 21 Basedontheapprovedplans, begintheprocessof constructingthefollowingintersection improvements. Theseimprovementsmustbe constructedand approvedby the Public WorksDepartmentpriorto therequestandreleaseof occupancypermits.

1. Euclid Ave at Kimball Ave — Design and construct a westbound right turn lane and modify the traffic signal as required by Caltrans or improvements to improve the Levelof Service (LOS) ofthe intersectionto thesatisfactionofthe CityEngineerand the AssistantCity Manager/Directorof PublicWorks. Only ultimateimprovements that are required by the City per the City's DIF program are eligible for DIF credit.

Any improvementsrequiredby Caltransthat are not in the City's DIF programare NOT eligible for DIF credit. Additional right-of-way and improvements shall be required to accommodate these improvements. If right-of-way cannot be acquired from properties not controlled by Sares Regis Group, mitigate traffic to the satisfaction of the City Engineer and the Assistant City Manager/Director of Public Works. These improvementsare to be constructedand approvedby the Public Worksdepartmentpriorto thefinalcertificateof occupancy.

2. Kimball Ave
Grind and overlay (3" deep, 3/4" rock, PG 70-10) a portion of the street from EuclidAveto approximately975' eastof EuclidAveasdirectedbyCitystaff.

Grind and overlay (3" deep, 3/4" rock, PG 70-10)the full width of the street from approximately 975' east of Euclid Ave to 670' west of Rincon Meadows Ave.

These improvements are NOT eligible for DIF credit.

If necessary, theseimprovementswillbe bidusingprevailingwageperthe California Public Contract Code.

3. Meadow Valley Ave at Kimball Ave
Install a traffic signal
Add a westbound right turn lane.

These improvements are not eligible for DIF credit
PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 6 July 18, 2016
X 2. 22 Comply with all requirements of the Traffic Impact Analysis (TIA) dated April 27, 2016 includingparticipationin fairsharecontributionsandconstructionof requiredimprovements andmitigationmeasuresasshownontheMitigationMonitoringandReportingProgram, to mitigateimpacts. Internaltrafficsigning/stripingshouldbe implementedin accordancewith the approved TIA.

X 2. 23 Basedontheapprovedplans, designandconstructthefollowingintersectionimprovements as describedin the TIAdatedApril27, 2016and/or the City's DIFNexusStudy. These improvementsmustbeconstructedandapprovedbythePublicWorksDepartmentpriorto the request and release of occupancy permits. Unless noted the improvements are assumedto be completedby otherspriorto certificateof occupancy. If the improvements are not completed prior to certificate of occupancy, the completion of the improvements maybe requiredbythedeveloperat thediscretionof theAssistantCityManager/Directorof PublicWorks. Referto applicableexhibits in the TIA for intersection improvements.

1. Euclid Ave at Kimball Ave
Adda southboundrightturnlanewithoverlapphasing
Add a second eastbound left turn lane
Modifythe traffic signal as requiredby Caltrans.

It is our understandingthattheseimprovementsare currentlybeingconstructed by others.

2. Rincon Meadows Ave at Kimball Ave
Install a traffic signal and establish communications to this signal. It is our understandingthattheseimprovementsarecurrentlybeingconstructedby others.

Add a second westboundthrough lanefrom FlightAve to 200' west of Main St to thesatisfactionoftheCityEngineerandtheAssistantCityManager/Directorof PublicWorks. Taper/transitionlengthshallmeetHighwayDesignManual Standards.

The above improvements are eligible for DIF credit ( TR- 28 & 68).

3. Flight Ave at Kimball Ave
Install a traffic signal. This improvement is eligible for DIF credit ( TR- 64).

Add a westbound right turn lane. This improvement is NOT eligible for DIF credit.

4. Hellman Ave at Kimball Ave
Install a traffic signal. The design of this improvement needs to be completed to determine if this improvement is eligible for DIF credit ( TR- 46).

Add a second northbound left turn lane. This improvement is NOT eligible for DIF credit from the City of Chino.

Adda northboundthroughlaneanda northbounddeparture (receiving) lane.

Taper/transition length shall meet HighwayDesign Manual Standards. These improvementsare NOTeligiblefor DIF credit from the City of Chino.

Add a southbound through lane and a right turn lane. These improvements are eligible for DIF credit ( TR- 27).

Addaneastboundleftturnlaneandimplementoverlapphasingonthe eastbound right turn lane. These improvements are eligible for DIF credit ( TR- 28).

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 7 July 18, 2016

5. Hellman Ave— Construct30-ft of pavementfromMerrillAveto KimballAve. Ultimate improvementsthatareintheCityof Chino's right-of-wayareeligiblefor DIFcredit TR- 27).

6. Designandconstructa trafficsignalcommunicationshubatthe southwestcornerof HellmanAveat KimballAveandprovidecommunicationsto thetrafficsignalat HellmanAveatKimballAve. Thelocationofthehubshallnotobstructvisibilityto the Preserve monument sign at this corner.

Additionalright-of-wayandimprovementsshallberequiredto accommodatethese improvements. Ifright-of-waycannotbeacquiredfrompropertiesnotcontrolledbySares RegisGroup, mitigatetraffictothesatisfactionoftheCityEngineerandtheAssistantCity Manager/ Director of Public Works.

ImprovementsthatareintheCityof EastvalearenoteligibleforDIFcreditfromtheCityof Chino.

2. 24 NOT USED
X 2. 25 Pay fair share contribution for non DIF improvements in the City of Chino ($ 245, 339) as described in the TIA dated April 27, 2016.

X 2. 26 Pay fair share contribution for improvements in the City of Ontario ($ 176, 342) as described in the TIA dated April 27, 2016. If, within five ( 5) years of the date of collection of Developer's FairShareContribution, theCityofChinoandtheCityofOntariodonotcomply with the mitigation measures describedin the TIA, then Developer's Fair Share Contribution for improvementsin the City of Ontario shall be returned to the Developer.

X 2. 27 Pay fair share contribution for improvements in the City of Chino Hills ($ 91, 946) as describedin theTIA datedApril27, 2016. If, withinfive (5) yearsof the dateof collectionof Developer's Fair ShareContribution, the Cityof Chinoand the City of ChinoHillsdo not comply with the mitigation measures described in the TIA, then Developer's Fair Share Contributionfor improvementsin the City of Chino Hills shall be returnedto the Developer.

X 2. 28 Pay fair share contribution for improvements in the City of Eastvale ($ 15, 650) as described in the TIA dated April 27, 2016. If, within five ( 5) years of the date of collection of Developer's Fair Share Contribution, the City of Chinoand the City of Eastvaledo not comply with the mitigation measures described in the TIA, then Developer's Fair Share Contributionfor improvementsin the City of Eastvaleshall be returnedto the Developer.

X 2. 29 Pay fair share contribution for improvements in the Caltrans right- of- way ($ 82, 274) as describedintheTIAdatedApril27, 2016. If, withinfive (5) yearsofthedateofcollectionof Developer's FairShareContribution, theCityofChinoandCaltransdonotcomplywiththe mitigation measures described in the TIA, then Developer's Fair Share Contribution for improvements in the Caltrans right- of- way shall be returned to the Developer.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 8 July 18, 2016
X 2. 30
Designandconstructa trafficsignalinterconnect/communicationssystemsthat includes installationoffiberopticandinterconnectcableandallassociatedequipment (e.g. conduit, pullboxes, vaults, splice boxes, modems, cables, etc.) to provide communications back to TMClocatedat City Hall. Designfiber splicedetails, installmodems, and spliceandtest fiberopticcommunicationsto verifyconnectivityto CityHallTMC.

Theinterconnect/communicationssystemshallbemaintainedin-placealongthefollowing limits:

KimballAvenuefrom HellmanAvenueto RinconMeadowsAvenue. Conduithas already been installed.

The interconnect/communicationssystems (conduitonly) shall be constructed/completed along the following limits:

HellmanAvefromKimballAvetonortherlyprojectpropertyboundary FlightAvefromKimballAveto northerlyprojectboundary
Itisourunderstandingthattheseimprovementsarecurrentlybeingconstructedby others
Thesystemshallinterconnectto thefollowingexistingor proposedtrafficsignals:

Kimball Ave/ Hellman Ave
KimballAvenue/MeadowValley
Kimball Avenue/ Flight Avenue
KimballAvenue/MainStreet (Maintainexistingcommunications) KimballAvenue/MillCreekAvenue (Maintainexistingcommunications) KimballAvenue/RinconMeadowsAvenue (Establishcommunicationsto this signal.

It is ourunderstandingthattheseimprovementsarecurrentlybeingconstructedby others)
The system shall interconnectto the following communicationhubs:

Hellman Ave/ Kimball Ave ( see COA 2. 23# 6)
Bickmore/MillCreek (confirmallcommunicationstothishubperthedirectionofCity staff)
Fiber optic and interconnectcable, conduit, pullboxes, vaults, splice boxes, modems, cabinets and all necessary equipment related to the installation of traffic signal interconnect alongprojectfrontagestreetsareeligiblefor DIFcreditatthediscretionoftheAssistantCity Manager.

X 2. 31 Designandconstructnewtrafficsignalsas describedin Sections2.21 and2.23, to include allequipment, poles, trafficsignalandelectricalservicecabinets, wheelchairaccessramps, etc. to meet current City standards and Specifications. Design shall include all traffic signal interconnect, fiber optic cable, and communicationsvaults, cabinetsand equipmentas described in Section 2. 30. Any widening that affects existing traffic signal equipment will requirea trafficsignalmodificationplanto bedesignedandconstructedby developer, even if not specifically identified in Conditions of Approval.

X 2. 32
RevisetheCityof ChinoStormDrainMasterPlansto considerimprovementsproposedby the Project that affect Subarea 2. Storm drain improvements must accommodate stormwaterflowsassociatedwithbuildoutof the projectandthe surroundingarea, to a similar or better degree than the originally- planned master plan facilities.

PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 9 July 18, 2016
X 2. 33
Priortoinstallationofundergroundutilities, CCTVinspectionofexistingsewerandstorm drainconduitsthatmaybeimpactedbytheconstructionshallbeperformedandrecordings submittedto the City for comparisonto post-constructioninspection.

X 2. 34 Thedeveloperis responsibleto contractwiththeCity's designatedtrafficsignal maintenancecompanyfor ongoingmaintenanceoftrafficsignalsinstalledbythedeveloper listedinSections2.21and2.23untilsuchtimetheimprovementsareacceptedbytheCity.

X 2. 35
Developmentshallmeetall truckturningrequirementsfromthe Cityof ChinoandChino Valley Independent Fire District ( CVIFD).

3. 0 PRIOR TO REQUESTAND RELEASE OF ANY OCCUPANCYPERMITS:

X 3. 1 ConstructandsecurePublicWorksDepartmentapprovalof all requiredimprovementsand publicfacilities enumerated under Section 2.0 above (per Resolution No. 88-23).

X 3. 2 Undergroundallutilitylinesadjoiningandinteriortotheproject, thatincludepowerlinesof

34.5kV or less in accordancewith City Code, Chapter 13.32.

3. 3
Distributeforsignatureof allbuyerstheinformationanddisclosurenoticeannouncingthat thedevelopmentwillbeannexedtotheCity's LandscapeandStreetLightingMaintenance AssessmentDistrictbeforetransferof propertytitle and completionand acceptanceof all public improvements.

3. 4
Distributeforsignatureofall buyerstheinformationanddisclosurenoticeannouncingthat the project property will be subject to an annual special East Chino Specific Plan area Community Facilities District Tax.

3. 5 Requireownersof speculativebuildingsto informeachbuildinguseraboutthe requirement to submitan IndustrialWasteQuestionnaireto the City's EnvironmentalEngineering Section. Ownersmaycontactthe EnvironmentalEngineeringSectionat (909) 334-3423to obtain a copy of said Questionnaire.

X 3. 6 SubmittotheCity, electronicfilesofTract/ParcelMapand "as-built" improvementplansin AUTOCAD format and Adobe Acrobat PDF format. AUTOCAD files shall be submitted as an archived zip file of the CAD drawings with all base files attached.

X 3. 7 Slurryseal alongall streetsimpactedby the developmentas directedby City staff. Install signing and striping per approved plans.

X 3. 8 The followingimprovementsshallbe constructedand approvedby the PublicWorks departmentpriorto releaseof certificateof occupancyfor any buildingswithin Phase 1 shown on Exhibit 1:

Private Drive ' A'
Traffic signal at the intersection of Flight Ave at Kimball Ave The east side of Hellman Ave from the northerly project limits to Kimball Ave. This is for emergency access only and shall meet City and CVIFD requirements PL 15- 0529 ( PM 19689),
PL 15- 0527 ( MSA),
PL 15- 0528 ( SCUP),
PL 15- 0530 ( SA) 10 July 18, 2016
X 3. 9 At the discretionof the City Engineerand/or theAssistantCity Manager/Directorof Public Works, thefollowingimprovementsshallbeconstructedandapprovedbythePublicWorks departmentpriorto releaseof certificateof occupancyfor anybuildingswithinPhase2 shown on Exhibit 1:

Improvements, includingbut notlimitedto, thoselistedin COA2.8, 2.21, 2.23, and

2. 30.

X 3. 10 This project is conditioned to build certain DIF facilities and will receive DIF credits for building those facilities as indicated in Section 2.0. The amount of the DIF credits will be basedon anengineer's costestimatethatwillbereviewedandapprovedbytheCity.

Reconciliation of DIF credits will occur when the actual costs are known and will be completed prior to the acceptance/ approval of the improvements.

X 3. 11 Submita reportcertifyingthatallpublicimprovementsconstructedaspartoftheprojectare compliantwithapplicableADAregulations. Thereportshallbepreparedandsubmittedbya CertifiedAccessSpecialist (CASp). Thereportmustbereviewedandapprovedpriortothe CityCouncil'sacceptanceofpublicimprovements. Theproposedpublicimprovementsmay causeexistingpublicimprovementsadjacentto orwithinthe projectareato be reconstructedin order to complywith ADA regulations.

MB
Attachment

CITY OF CHINO

PUBLIC WORKS DEPARTMENT

ENGINEERING DIVISION

ITEMS REQUIRED FOR FIRST PLAN CHECK SUBMITTAL
PARCEL MAP NO. 19689( PL 15- 0529)
PROJECT ENGINEER: Michael Bhatanawin
DATE: July 13, 2016

A COPY OF THIS CHECK LIST MUST BE SUBMITTED WITH THE FIRST PLAN CHECK 1 Copy of Public Works Department Conditions of Approval 2 Sets of Maps ( Subdivision Only)
2 Copies of preliminary Title Report ( no older than six months) ( Subdivision Only) 1 2 Copies of Closure Calculations ( Subdivision Only)
1 Set of Referenced Maps ( Subdivision Only)
2 Copiesof PreliminarySoils Report (no olderthan sixty days) 2 Copies of lot line adjustment certificate
2 Copies of lot merger
2 Copies of right- of- way dedication
4 Sets of Rough Grading Plans
1 5 Sets of Precise Grading Plans
4 Sets of Storm Drain Plans
2 Copiesof Hydrologyand HydraulicCalculationswith BackupData Signed and Sealed by a Registered Civil Engineer)
2 Copiesof EngineeringCostEstimate (OnCity Forms) with Engineer's Wet Signatureand Stamp
4 2 Sets of Street Improvements Plans
2 Copies of Cross-Sections (if street plans are required) at 50' intervals and extended a minimum of 100' beyond limits of improvements
3 Sets of Sewer Plans
3 Sets of Domestic Water Plans
3 Sets of Recycled Water Plans
1 2 Sets of Street Light Plans
2 Copies of Voltage Drop Calculations ( Signed and Sealed by a Registered Engineer) 2 Sets of Signing and Striping Plans
2 Sets of Traffic Signal Interconnect Plans
2 Sets of Traffic Signal Plans
1 Water Quality Management Plan
PARCEL MAP 12- DATE
EXHIBIT " C"
PARCEL MAP NO. 19689

ORBIS REAL ESTATE PARTNERS

ENVIRONMENTAL WARRANTY
As a condition precedent to acceptance of the dedications and public improvementsto be conveyed by the above-named Developer to the City of Chino for the above- referenced Subdivision, Developer hereby warrants to the City of Chino that:

1. Neither the property to be dedicated nor Developer are in violation of any environmental law, and neither the property to be dedicated nor the Developer are subject to any existing, pending or threatened investigation by any federal, state or local governmental authority under or in connection with the environmental laws relating to the property to be dedicated.

2. Neither Developer nor any other person with Developer' s permission to be upon the property to be dedicated has used, generated, manufactured, produced, or released, on, under, or about the property to be dedicated, any Hazardous Substance except in compliance with all applicable environmental laws. For the purposes of this warranty, the term " Hazardous Substances" shall mean any substance or material which is capable of posing a risk of injury to health, safety or property, including all those materials and substances designated as hazardous or toxic by any federal, state or local law, ordinance, rule, regulation or policy, including but not limited to, all of those materials and substances defined as " Toxic Materials" in Sections 66680 through 66685 of Title 22 of the California Code of Regulations, Division 4, Chapter 30, as the same shall be amended from time to time, or any other materials requiring remediation under federal, state or local laws, ordinances, rules, regulationsor policies.

3. Developer has not caused or permitted the release of, and has no knowledge of the release or presence of, any Hazardous Substance on the property to be dedicated or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the property to be dedicated.

4. Developer's prior and present use of the property to be dedicated has not resulted in the release of any HazardousSubstanceon the property to be dedicated.

5. All personsexecutingthiswarrantyherebyrepresentandwarrantto the Cityof Chino, and Developer hereby represents and warrants, that the signators hereto have the legal power, right and authority to execute this warranty on behalf of the Developer and that the signators hereto have sufficient knowledge or expertise, either personally, through reasonable inspection and investigation of the property, or through reasonable reliance upon the investigation and professional opinion of Developer' s environmental experts, to make the representations herein, and that no consent of any other party is 01225. 0006/ 367559. 3 C- 1
requiredto executethiswarrantyand makethe representationshereinon behalfof the Developer to the City of Chino.

Each of the undersigned persons declares under penalty of perjury that the foregoingis trueand correct.

Dated:

ORBIS REAL ESTATE PARTNERS
By:

Proof of authorization for Developer' s signatures is required to be submitted concurrently with this environmental warranty.
01225 0006/ 367559 3 C- 2
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Bond No,: PB00067200381
Contract - Nu 20 1 ~ / q
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FAITHFUL PIERFORMANCE BOND
Parcel Map No. 19689
WHEREAS, the City Council uf the City of Chino, State uf California, hereinafter designated aa ''C{TY^ snd rbis Real Estate Partners, LLC hereinafter designated em PRINCIPAL," have entered into an agreement v/hereby Principai agrees to install and complete certain desigr,_Ited public improvements, which said agnaemant. dated April 2O. 2021 and identified as F n eot No. Parcel K ap No. 19689 is here referred to end made part h reof and WHEREAS, said Principal is required under 'the terms of said agreement to furnish a bond fortha performanoaof said agreement.

NOW, THEREFORE, we, the Principal and Philadelphia | ndemnity insurance ' Company surety. are held and firmly bound unto the City uf Chino in the penal SLIMof Eighty One Thousand and OO/ 1OD` s Dollars ($ 81. OUU- OU lawful money of the United Statea. forthepaymentofwhichaumvveUandhn| yiobemade. webindourae/ ves. uurheirs. auooeaeona. exeoutuns` and administrators, ] ointlyand severally, firmly by these presents.

The condition of this obligation is such that if the above- bound Principal, his or its heim, exooutors, administrators, successors, or assigns, shall in all things stand to andabide by, and well and truly keepand perform ihe covenants, conditions, and provisions in said agreement and any alteration thereof made as therein provdad. on his or its part, to be kept and performed ot the time and in the manner therein epocified, and in all respects aouundingto their true intent and meaning, and shall indemnify and save honn|ena City, its nfficeo, agente, and ennp{ oyeeo, as therein e1ipu|ated, then this obligation shall become null and void-, othemviae it shall be and remain in full force and effect.

As part of the obligation Secured hereby and in addition to the hsoe amount specified therefur, there shall be inoilud*d costsand reasonableexpensesand fees includingreeaonab|eottorneye' feeo, incurredby City in aucoeaofu||y enforcingsuch ob;igation. all to be taxed as costs and included in any judgment rendered, The surety hereby stipulates and agrees that no change, extension of1ime, a/1enatiun, or addition icthe arms of the agreement or to the work to be performediheraunderor [ he specifications accompanying the same shall in any way affect its obligations on this bond, and itdoao herebywaive notice of-any auohohonge, axtension Of time, alteration, or addition to the terms of the agreement cr 1:o the work or to the specifications.

IN VVITNESSVVHEREOF. this instrumenthas been duly executed by Principal and Surety above named. on June 4. 2O21
Orbis Real Esioia Partners. LLC Philadelphia Indemnity Insurance Cumpa[ iv

PRINCIPAL SURETY
By: By:

Fenme Bal ~~ ~' ln-Fact

S IGNATURESMUS TEE NOTARIZED
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nexmuzo/ y) Page / OTI_-

ACKNOWLEDGMENT
PA notary public or other officer competing this
certificateventes onlythe identityof the individual
who signed the document to ,ivhich this ,certificate is attached, andnotthe truthfulness, accuracy, or
vaildity of that document
State of Californla
County of Orange
PIAL-3 Horn NotaryOn \ J ncte„
Nneat name and title of the officer)
personally appeared
who proved to me on the basis of 3atisfactory evidence tb be the person,( s) ', Nhose en is subscribedto thewithin instrumentandacknowledgedto me thathe/she/they executedthe same tr his/ her/ their authorized eapacity( ies), and that by Ns/ her/Their signature( s) on the instrument the person( s), ortheentityuponbehalfollyvhichtheper-..3ohr,s acted executedthe instrurner* certify under PENALTY OF Ni .EiRd U FR.t under the iativ, 3 ol' tfie of California that the to,rt-,t‘,!-, paragraph is true and correct,
vVITiNiES6 rny hand and 3rri HAW ANDREWiiP
213,3 9 3-4-•
P^,:bik; • 7.?
S:.3P1. Nrsje C„;un
Signature tifien0
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PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004- 0950
Power of Attorney
KNOWALLPERSONSBYTHESEPRESENTS:ThatPHILADELPHIAINDEMNITYINSURANCECOMPANY(theCompany),acorporationorganizedand existingunderthelawsof theCommonwealthofPennsylvania,doesherebyconstituteandappointJuliaB. Bales,KennethA. Coate,StephanieFisherandRenae Balderasof HUBInternationalof CaliforniaInsuranceServices, Inc., its trueandlawfulAttorney-in-factwith full authorityto executeonits behalfbonds, undertakings,recognizancesandothercontractsofindemnityandwritingsobligatoryinthenaturethereof,issuedinthecourseofitsbusinessandtobindtheCompany thereby,in anamountnotto exceed$50,000,000.00.

ThisPowerofAttorneyisgrantedandissignedandsealedbyfacsimileunderandbytheauthorityofthefollowingResolutionadoptedbytheBoardof Directorsof PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14`h of November, 2016.

RESOLVED: ThattheBoardof DirectorsherebyauthorizesthePresidentor anyVice Presidentof the Company:(1)AppointAttorney(s)in FactandauthorizetheAttorney(s) in Factto execute on behalfof the Companybondsand undertakings, contractsof indemnityand other writingsobligatoryin thenaturethereofandto attachthesealof theCompanythereto;and 2) toremove,atanytime,anysuchAttorney-in-Factandrevoketheauthoritygiven. And, be it

FURTHER
RESOLVED: Thatthesignaturesof suchofficersandthesealof theCompanymaybeaffixedto any suchPowerof Attorneyor certificaterelatingtheretobyfacsimile,andanysuchPowerof Attorney so executed andcertified by facsimile signaturesand facsimile seal shall be valid andbindingupontheCompanyin thefuturewith respectto anybondor undertakingto which it is attached.

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCECOMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 27n1 DAY OF OCTOBER, 2017. 192 7
Seal)
Robert D. O' Leary Jr., President& CEO
PhiladelphiaIndemnityInsuranceCompany
Onthis27'hdayofOctober,2017,beforemecametheindividualwhoexecutedtheprecedinginstrument,tomepersonallyknown,andbeingbymedulyswornsaidthat heisthe thereindescribedandauthorizedofficer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; thatthe sealaffixed to saidinstrumentis the Corporatesealof saidCompany;thatthesaidCorporateSealandhissignatureweredulyaffixed. r;": crMtU' lY71. hhSr1:'
y
11 rm,. cty
ser rY\)& )>x " tt. 1Nota Public;wu NnYnhP'• M: rl: nv^.. rqr ry 1iV4 't MarcLi.;gr'ii •i, c snvw aaaanun
residing at: Bala Cynwyd, PA
Notary Seal)
My commission expires: September 25, 2021
1,EdwardSayago,CorporateSecretaryof PHILADELPHIAINDEMNITYINSURANCECOMPANY,doherebycertifythattheforegoingresolutionof theBoardof DirectorsandthePowerofAttorneyissuedpursuanttheretoonthe27'hdayofOctober,2017aretrueandcorrectandarestillinfull forceandeffect.I dofurthercertify thatRobertD.O'LearyJr.,whoexecutedthePowerofAttorneyasPresident,wasonthedateofexecutionoftheattachedPowerofAttorneythedulyelectedPresident of PHILADELPHIA INDEMNITY INSURANCE COMPANY.

In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 4th day of June 20 21 1927 Edward Sayago,Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CIVIL CODE § 11E9 Anoturypub| iuorothe/ offioeroump{ebngthiuoartifioateverifieson| ytheidenbtyuftheindividua| whosignedthe documentto whichthiscertificateisattoohed, andnotthetmtNb|naas, accuracy, orvalidityofthatdocument.

StatefC | ifoo a rnia
County Of Riverside
n befoneme. ua a J. Alvarado, Notary Public
Date Llene / naer Name and Title of the {} ffioe/
personally appeared aeuae oazuezao
0e/ na( s) ofSigner( s)
who proved to me on the basis of asdiofooioryevidence 'cc) be the person(o) whose name(* subscribed to the within instrument and acknowledged to me Lhat4a/ she/Mepexeuutud the aome in his/ henthaif authorized capauityAes). and that byhis/ her/#+ eifuigna1ure( ayon the instrument the penoon,S nr the entity upon behalf ufvvhioh the penyon 4 acted, exeouted the instrument.

Yuortify under PENALTY OF PERJURY under the |a`mu
of the State uf Californiathat the foragoing paragraph
iatrue and 3urreot.

MTNESS my hand and official oeal.

Signatuna_
Signature of Notanl PUblic
Plac* Nmtanj Seal Above
OP170hAL ---------
Though this section is 4otiunal, oo/np6stng - h/a information oan deter alteration of the doou/ nent or fraudulent reattachment of this form, h: an unintended doournenL Bescriptiomcf Attachad Document
Title or Type of Document: _- Document Date:

Number of Pages: Signer( o) <] therThan Numad Above:

Capami-ity(Ieej Cilairmed by Signor( s)
Signer' s Nanna Signer' s Name:__
I Corporate Officer — Tit] e( a): O Corporate Officer — Tit| a( a):

OPartner — OLimitod [] General OFartner — [ 1Limited El General O ] ndividua| OAttorney in Fact O individual El Attorney in Fact El Trustee O Guardian or Conservator El Trustee O Guardian or Conservator OOthar: O Other
Signer / aRepresenting: Signer Is Representing:
02014 National Notary Association ^ wwu. Nationu| Notary, org ' 1- 80U' US NOTARY( 1- 8OU- 87G- 8827) | tem # 58O7 zo
SUED | N ONE ORIGINAL[ OUNTERPART. ` * ' PREKd| Uk8: INCLUDED | NTHE PREKX| UK8 CHARGED FOP, THE

PERFOR NCEOOND
Bond No..- PBOU067200381
Contract No' 7 4 - ---
Approved:
rn

LABOR AND MA TERIAL BOND
Parcel WapNo. i9889
WHEREAS, theCity Council of the City ofChino, State ofCaUfornia. hereinafter designatedao''CiTY^ and Drbiu Real Estate Partners, LLC hereinafter designated oa PRiNC|PAL.^ haveenteredinto an agreementwherebyPrincipalagreesto install and completecertain deaignaied pub| io improvements, which said agreement dated April 20. 2821 and identified as pi- ojeut No. Parcel Map No. 19689 . is heraby re&arred 10 and made o part hereof; and WHEREAS, undertheterms of saidagreernent, Pri;icipai is required, before enteringupon the parfonr the work, tofile agoodand sufficient paymentbond'vi/ith the Cjty of Chinoto secure the claims tcvvhichreference is made in Title IS( commencing with Section 3082) al Part 4 of Division 3 of the Civi Code of the State ofCa| ifornim, NOW THEREFORE. said Principalandtheundersigned, ss corporatesurety, areheXdand firmlybound unto the Cityof Chino, and all contractors, Subcon-tractors. ]aborera, materiail, men, and other persons employed in ine perfbrmanoe of the aforesaid agreement and referred to in the aforesaid Code of Civil Procedure in the aum of Forty Thousand Five Hundred and 0O/ 1UU' a Dollars ($ 4U. 5OO. 00 ) for rnateha| s furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Ant vvith respect tosuchwork orlabor, that saidsuretywill pay the samein anamountnot exceedingthe amount hereinaLove set forth, and also in case suit is brought upon this bond will pay, in addition to the face amountihereof. -costs and raauonab|a expensesandfees, includingreasonableattorneys' [eea, incurredbyCityinsuccessfully-enforcingsuch, obYigation, to beawardedandfixedbythecourt, andto betaxedascostsandtobeincludedinthejudgmenttherein rendered.

It is herebyexpresslystipulated arid agreed that this bond shall inure to the benefitof any and a(| persons, ompanie». end oorpor tion entitled Lo5JaClaimsunderTii( e | S (commencing with Section 3082) of Part 4 of vision 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this i_ ond
Should the condition of this bond be lbi|y performed. then this obfigadun shall become null end void, othemvise it shall be and remain in full force and effect.

The surety hereby stipulates and agrees that no uhange, extension of time, a|taration, or addition io the Z;rma of the agreementor the specificationsaccompanyingchesame shall in any way affect its obligations on this i-Jond, and it does hereby Waive notice ufany such change, extension offtime. aItemation. or addition.

IN WITNESSWHEREOF, this instrumenthas been du|y executed by Principal and Surety above named. on June 4. 2021
Dnbia Real Estate Partnero, LLC Philadelphia Indemnity | naunonoa Company

PRINCIPAL SURETY
By: By: _
Renee BaNerae. Attorney | nFao

SIGNATURE( S) MUSTBE NOTARIZED
1 ACKNOWLEDGMENT 1
1 A notarypublicor otherofficer completingthis
certificate verifies only the i( entity of the indlviduai who signed the document to which this cartilicale is
attached, andnot thetruthfulness, accuracy, of
validity of that document,
State of C.;alifornia _ l'
County of 017-1.ncie 1
1 On before N- • Horn., r at, rY ( 1 h -
2 71d title (. D.:: the officer)
personally appeared
who proved to me on the hat o of catisfacstohy ........... . to be titie person( s) whose riarne( f`,, subscribed to he within ins tru r nen t and a ckr owledcfsd tr: - J-1,3 that heisheitnely executed hisiheritheif authorized capapit,: y( ies), and that by nisiliaiT/their signature(s) on the instrufh,sh- the person( s),
or the entity upon behalf of which the person(s) acted, executed the instrument 1Certify Under PENALTY OF PFEW JR',/ nod.. .,-., e 5- i‘f S ,-'., s
the :',, teite of Cai krnia that the forebc ,,..:,,
paragraph is true and correct, 1
1 Ni
Pffi'lLIP ANDkEW ilt;. RN .

N - 1- P - 3S my hand and official', s,,,, al. lki .';ONIM, .'; 2 9 NOgn01PIAbh,;
gig0'..;,) ill t V
Signature i S Ari

PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004- 0950
Power of Attorney
KNOW ALL PERSONSBY THESEPRESENTS:That PHILADELPHIA INDEMNITY INSURANCE COMPANY( theCompany),a corporationorganizedand existing underthelawsof the Commonwealthof Pennsylvania,doesherebyconstituteandappointJulia B. Bales,Kenneth A. Coate,StephanieFisher and Renae Balder-as of HUB International of California Insurance Services, Inc., its true andlawful Attorney-in-fact with full authorityto executeon its behalf bonds, undertakings,recognizancesandothercontractsofindemnityandwritingsobligatoryinthenaturethereof,issuedinthecourseofitsbusinessandtobindtheCompany thereby, in an amount not to exceed$50,000,000.00.

ThisPower of Attorneyis grantedandis signedandsealedby facsimileunderandby theauthorityof the following Resolutionadoptedby theBoardof Directorsof PHILADELPHIA INDEMNITY INSURANCE COMPANY on the l4` h of November, 2016.

RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company:(1)AppointAttorney(s) in FactandauthorizetheAttorney(s)in Factto execute on behalf of the Companybondsand undertakings, contractsof indemnityand other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and 2) to remove, at any time, any such Attorney- in-Fact and revoke the authority given. And, be it

FURTHER
RESOLVED: That thesignaturesof suchofficersandthesealof the Companymaybe affixed to any suchPowerof Attorneyor certificaterelatingtheretoby facsimile,andanysuchPowerof Attorney so executed and certified by facsimile signaturesand facsimile sealshall be valid andbindingupontheCompanyin thefuturewith respectto any bondor undertakingto which it is attached.

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCECOMPANY HAS CAUSED THIS INSTRUMENTTO BE SIGNED AND [ TS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 27' DAY OF OCTOBER, 2017. 1927
Seal)
Robert D. O' Leary Jr., President& CEO
Philadelphia Indemnity Insurance Company
Onthis27`"dayofOctober,2017,beforemecametheindividualwhoexecutedtheprecedinginstrument,tomepersonallyknown,andbeingbymedulyswornsaidthat he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the sealaffixed to said instrument is the Corporatesealof saidCompany;thatthesaidCorporateSealandhissignatureweredulyaffixed i. rwrti, trrrl- k
Notary Public: 4i"lwv N,,rto IeP. Y' rllgTMev=:; rU'
ctc1vr waaarnun
residing at: Bala Cynwyd, PA
Notary Seal)
My commission expires: September 25, 2021
I, EdwardSayago,CorporateSecretaryofPHILADELPHIAINDEMNITYINSURANCECOMPANY,doherebycertifythattheforegoingresolutionof theBoardof DirectorsandthePowerof Attorneyissuedpursuanttheretoonthe27'hdayofOctober,2017aretrueandcorrectandarestillinfull forceandeffect.I dofurthercertify thatRobertD.O'LearyJr.,whoexecutedthePowerofAttorneyasPresident,wasonthedateof executionoftheattachedPowerof AttorneythedulyelectedPresident of PHILADELPHIA INDEMNITY INSURANCE COMPANY.

In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 4th day of June 2021 1 92 f
Edward Sayago,Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 c..._...::,'.:::<
A notarypublicorotherofficercompletingthiscertificateverifiesonlytheidentityoftheindividualwhosignedthe documenttowhichthiscertificateisattached, andnotthetruthfulness, accuracy,orvalidityofthatdocument State of California
County Of Riverside
tY '• - ,
On before me, Karina J. Alvarado, Notary Public
Cate Here Insert Name and Title of the Officer
personally appeared Renae Balderas
Name( s) of Signer( s)
who proved to me on the basis of satisfactoryevidenceto be the person(s) whose name(c) is/are- subscribedto thewithininstrumentandacknowledgedto methathe/she/titer executedthesameA his/her/theirauthorizedcapacity(ies), andthatbynislher/thoirsignature(s)ontheinstrumenttheperson(s), or the entity upon behalf of which the person-(s),acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct,
WITNESS my hand and official seal,
I

4.,41 , •:\..: , N \ p 7, ;•::;-7. l'•
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Signature
Signature of Notary PublicN,,,,,,* wrivh, FaA. '''''''', 414,, cC,,,
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Place Notary Seal Above

OPTIONAL,
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: Signer( s) Other Than Named Above:

Capacity( ies) Claimed by Signer( s)
Signer' s Name: Signer' s Name:

CI Corporate Officer — Title( s): Li Corporate Officer — Title( s):
0 Partner — III Limited 0 General 0 Partner — 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 individual CI Attorney in Fact III Trustee 0 Guardian or Conservator III Trustee H Guardian or Conservator 0 Other: 0 Other:

Signer is Representing: Signer is Representing:
v.,, ;,-,:, ,,<
02014 National Notary Association
i
www NationaiNotary,org . 1- 8e0- us NOTARY( 1- 800- 876- 6827) item if5907 Utpnnmmwmn uIun. m: w
H H& CON CPRK[ AN0
SU8 CTT0A U WENl
i 5UED1NC} NiECR| G| NAL0GUNTEHPART. PREN1|' jK1: no, 5S BDndHO.: P8OD057200382
Contract No..-
Approved: " 017- 0y7- 02V *- 7

WARRANTYBOND
Parcel WapNo. 10G8Q
WHEREAS, the City Council of the City of Chino, State of California, hereinafter designated as ITy^ and O/ bia Real Estate Partners, LLC hereinafter designated as PF7| NQPAL.^ have entered into an agreementwhereby Principalhas agreed -to warrant and goBrantee ihS installation, comp|etion, and maintenance ofcartain jeaigmatud public irnprovements, which saici agneennenL` dated April 2O. 2021 and identi ed as ProiectMo, pW 19889 . is hereby re[ arneUto and made 8 part hereof- and
WHEREAS, said Principal is required under the terms of sa-lid @greement to fumish a bcnd for th's vvsrranty of said improvements.

Phi12de|phia indemnity
N( 3VV' THEREF(] RE, we, the Principal, and Insurance C» mPanY as surety, ere he| d and firmly bound unto the City of Chino in the penal sum of Eight Thousand One Hundred and 8O/ 1OO' o Dollars ( SO. 1O0- OU Uevvfulmoney of the L/nited Gt3ƒes, for the payment of which sunn m/e|| and truly to be made, we bind ourselves, our heirs, sucoasSorS, ex8cu1ons, and adnninietnatUns, jointly and aeversUy. Urrn<y by these presents.

The condition of this obligation is such that if the above bound Principal, his or its heirs, exeCUtOrS, adrninietrotQns, aucoe3ooro, or assigns, shall in all things stand to and abide by, and well and truly keep sind perform the covenants, conditions, and provisions in said agreement and any alteration thereof made as therein provided. on his or their part. to be kept and parforrned thereof made as therein provided, on hisnrits part, to be kept and performed at the tirne and in the manner therein specified, and in ail respects a= rding to their true intent and meoning, and shall indemnify and save harmless City, its o0ioens, agen1a, and ennp| oyeoa, as therein stipu| ated, then this obligation shall become null and void; otherwise itshall be and remain in full force and - effect,
As o pa of the obligation aeounyd hemaby, and in oddition to in-- face rnoun1 specified therefor, ihen* shoUbe included Costs2nd reasonable expenses andfeeo ino]uding reasonable --attorneys' fees, incurred by the City in success- fully enforcing such obligation, --- k to be taxed as costs and incUuded in any iudgrnent rendered.

The aUnatyhereby stipulates and agrees that no change extension of time, a|teration, or addition iD the terms Of the agreement or to the vVDrkto be performed thereunder or the SoeCific8don8 accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive qnt| os of any such change, extension of time, a|teretiOn. or addition to the terms of-the agreement or to me work or to the upacificabona,
MWITNESSWHEREOF, this inatrurnenthas been clu|yexecutnd by Principal and Surety above named, on June 4. 2U21
rbia Real Estate Partners, LLC Philadelphia Indemnity Insurance CoZ4van-y

PRINCIPAL SURETY
By: By
V
T
RanaeBu| deom. Attorney | nFact
S/ GVVA MUST BEN(] 7A. RIZED
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT' CIVIL CODE 31189 A notary public or other officer completing this certificateverifies only the dentity of the individualwho signed documentto whichthiscertillcateis attached,and notthe buthfulness, accuracy, or validityof that document.

State ol CaUiomia
Cuuntyof_ Riverside
On ' ' '/ b n* m, xa ioa J. Alvarado, Notary Public Date Here maer' Nome and Title of the Office(
personally appeared nena= aaluoraa
N`ame( s) ofSigner( s)
vvho proved to me on the basis of satisfactory evidence to be the penaon(s whose numa(e ia/are- Subscribed to the within instrument and acknowledged to me that 4e/ahaAhe oxecutedthe same in ha/hnr/thej-rauthorizodoupaoityA*s), andthatbyhia/hen4h*4paignature(u)ontheinotrumentthepanoonlsT or the entity upon behalf of which the peroon(s aoted, executed the instrument.

I certify under PENALTY OF PERJURY under the |uvvo
of the State of California that the foregoing paragraph is true and correct,
N/ITNESS my hond mnd o ioiu/ oou
Sign2tux3_-
Signature of Notanl Public
PiamaNotany Seal Above

OPTIONAL ----
Though this section is optional, completing this infoi-i-nation can deter alteration of the dooumentlor 6oudulen// eattachmeot o/ this form to an unin/ ander! documenL Description of Attached Document
Title or Type of Document: Document Date
Number of Pagan: Signer( u) Other Than P.boxn:

Oupacity( iee) Cyaimmedby Signer( s)
Signer' s Name: Signer' s Name.-
El Corporate Officer -- Tibe( s)- OCorporate Officer — Tit| e( a):

U Partner -- O Limited [] General O Partner — O Limited [ l General El individual OAttorney in Fact U Individual O Attorney in Fact El Trustee O Guardian or Conservator UTruatee OGluordian or Conaen/ atur OOther O Other:

Signer Is Representing: Signer Is Representing:
02014 National Notary Association ^ www. Nationu| Notoryorg ' 1- 800' US NOTARY ( 1' 800- 878- 6827) | tem# 5A87

ACKNOWLEDGMENT
A notarypublicor otherofficercompletingthis
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, andnotthe truthfuliess, accuracy, cr
validity of that document.
state of California
3:purity ( Di. Oir?incy:

On tJ Ran — " Hnrn 1ntur Pu-
insert name and title di' the officer)
person50y appeared
who proved to rile n • lthe badis eatlsi' aciony evidence 6 be the person ) 0 Se n a TITS ) subscribedto thevvithinInstizneni: andack,n,,Dwfr--..pdgedI:n.) Me thathe/she/they ex.acutedthe same hisiheritheirauthorizedcep,adity(ies,t, andthat by his/her/theirsignature(e) on .theinstrumentThe person( s),
or the entity upon behalf of which the dersonts) acted, executed the instrument. certify under PENALTY OF PErinJUIRYLi d c'the laws of the State of California that the paragraph is true and correct„
eftowl 10,1 AN.ohlittNUNES: 3 my hand and op b seal. AkAM ', c1.2 2 Li - 3- 1, I I]
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L:blis.: • C:a-,!ffG:',-) '
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4:3". hIW. T.ira") NOV.

PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004- 0950
Power of Attorney
KNOW ALL PERSONSBY THESEPRESENTS:That PHILADELPHIA INDEMNITY INSURANCE COMPANY( theCompany),a corporationorganizedand existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Julia B. Bales, Kenneth A. Coate, Stephanie Fisher and Renae Balderas of HUB International of California InsuranceServices, Inc., its true andlawful Attorney-in-fact with full authorityto executeon its behalf bonds, undertakings,recognizancesandothercontractsof indemnityandwritingsobligatoryinthenaturethereof,issuedinthecourseofitsbusinessandtobindtheCompany Meteby, in anamount not to exceedS50,000,000.00_
ThisPowerof Attomeyis grantedandis signedandsealedby facsimileunderandby theauthorityof the following Resolutionadoptedby theBoardof Directorsof PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14'h of November, 2016.

RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company:(I) AppointAttomey(s)in FactandauthorizetheAttomey(s) in Facttoexecute on behalf of the Companybondsand undertakings, contractsof indemnityand other writingsobligatoryinthenaturethereofandto attachthesealof theCompanythereto;and 2) to remove, at anytime, any such Attorney- in- Fact and revoke the authority given. And, be it

FURTHER
RESOLVED: Thatthesignaturesof suchofficersandthesealof theCompanymaybe affixedto any suchPowerof Attorneyor certificaterelatingtheretoby facsimile,andanysuchPowerof Attorney so executedand certified by facsimile signatures and facsimile seal shall bevalid andbindingupontheCompanyin thefuturewith respectto anybondor undertakingto which it is attached.

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 27TH DAY OF OCTOBER, 2017. 1927.

Seal)
Robert D. O' Leary Jr., President& CEO
Philadelphia Indemnity Insurance Company
Onthis27thdayofOctober,2017,beforemecametheindividualwhoexecutedtheprecedinginstrument,tomepersonallyknown,andbeingbymedulyswornsaidthat he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate sealof said Company; that the said Corporate Seal and his signature were duly affixed. iWM: wNtry. i:. 5 cCM'. r1YAM4
wm yiswsei
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ek NotaryPublic:
1 A'rCamYCYeFcv. c ys.; T,. wr
t' fiT, Tie 1"E ina naarnu` n
residing at: Bala Cynwyd, PA
Notary Seal)
My commission expires: September 25 2021
1,EdwardSayago,CorporateSecretaryof PHILADELPHIA INDEMNITY INSURANCECOMPANY,do herebycertify thattheforegoingresolutionof the Boardof DirectorsandthePowerof Attorneyissuedpursuanttheretoonthe27'sdayof October,2017aretrueandcorrectandarestill in full forceandeffect.I do furthercertify thatRobertD.O'LearyJr.,whoexecutedthePowerof AttorneyasPresident,wasonthedateof executionof theattachedPowerof Attorneytheduly electedPresident of PHILADELPHIA INDEMNITY INSURANCE COMPANY.

In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 4th day of June 20 21 1z _ Edward Sayago,Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT
COUNCIL MEETING DATE: APRIL 20, 2021
TO: MATTHEW C. BALLANTYNE, CITY MANAGER
FROM: NICHOLAS S. LIGUORI, AICP, DEVELOPMENT SERVICES DIRECTOR SUBJECT: PUBLIC IMPROVEMENT AGREEMENT - PARCEL MAP NO. 19689 ( ORBIS REAL ESTATE PARTNERS).

RECOMMENDATION
Approve a Public Improvement Agreement and securities with Orbis Real Estate Partners for the construction of public improvements associated with Kimball Business Park, Phase II; and authorizethe City Managerto executethe necessarydocumentson behalfof the City.

FISCAL IMPACT
There is no direct fiscal impact.

Revenue: Expenditure:

Transfer In: Transfer Out:

COUNCIL MEETING DATE: APRIL 20, 2021
SUBJECT: PUBLIC IMPROVEMENT AGREEMENT - PARCEL MAP NO. 19689 ( ORBIS REAL

ESTATE PARTNERS)
PAGE 2

BACKGROUND
Parcel Map No. 19689 consists of approximately 70 acres of land for the construction of a 1,203, 050 square foot industrial park. The project is generally located on the north side of Kimball Avenue, west of Hellman Avenue, east of Flight Avenue, and south of Remington Street see Exhibit A in the attached Agreement). Parcel Map No. 19689 was conditionally approved by the City of Chino Planning Commission on July 18, 2016.

The Conditions of Approval for Parcel Map No. 19689 required Chino Kimball Industrial, LLC to construct certain public improvements to mitigate the project's impacts. The requirements made at the time of the tentative map approval have been met by the execution of the Subdivision Improvement Agreement on July 18, 2017 and by posting the necessary securities to guarantee the construction of the required public improvements.

The public improvements were constructed to the satisfaction of the City Engineer and meet all applicableCity and accessibilityrequirements. The publicimprovementswere acceptedby the City Council on November 17, 2020.

ISSUES/ ANALYSIS
Chino Kimball Industrial, LLC has since sold Phase II of the Kimball Business Park project to Orbis Real Estate Partners ( Orbis). Orbis needs to complete the water improvements to serve Parcels 9-20 of Phase II. Consequently, staff prepared a Public Improvement Agreement to address the delta revisions triggered by the modifications made to the original site plan.

Therefore, it is staff' s recommendation to the City Council to approve a Public Improvement Agreement and securities with Orbis Real Estate Partners for the construction of public improvements associated with Phase II of the Kimball Business Park project.

Attachment: Exhibit A - Location Map
Exhibit B - Public Improvement Agreement