Chino City Council
October 1, 2024

Contract No.: 2022-163
Approval Date: 9/7|2021 #24

CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT

PRESERVE DEVELOPMENT IMPACT FEE PROGRAM
TRACT MAP NO. 16420-3
This CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT ("Agreement") is entered into this 7 day of September 2021 ("Effective Date"), by and between CITY OF CHINO, a California municipal corporation ("City"), and CHINO PRESERVE DEVELOPMENT CORPORATION ("Developer"). City and Developer are sometimes hereinafter referred to individually as "Party" and jointly as "Parties".

RECITALS
A. The City's Planning Commission approved an "A" level Master Site Approval and Tentative Tract Map No. 16420 to subdivide 522 acres of land generally located south of Pine Avenue, west of Hellman Avenue, and north and east of Chino Corona Road for what is known as the South of Pine area in The Preserve. The purpose of the original Master Site Approval was to establish large parcels, and major backbone street systems for both future residential and non-residential development within the master plan area. This development project was divided into five (5) phases. Tentative Tract Map No. 16420-3, as presented by the Developer, consists of a subdivision for a portion of Phase 5. The project consists of 31.11 acres of land for the Town Center at The Preserve, which includes commercial/retail with live/work units and the Main Street apartment community to the east within the Tentative Tract Map No. 16420-3 (the "Project"). The Project is located on certain real property in the City of Chino, County of San Bernardino, State of California, described in Exhibit A attached hereto and incorporated herein by this reference ("Property").

B. Developer has requested from City certain entitlements and/or permits for the Project, and City has granted the entitlements and/or permits subject to certain conditions of approval provided on Exhibit B which will require certain public improvements to be constructed in excess of those applicable to the Project ("Conditions of Approval").

C. The Conditions of Approval also require Developer to pay Development Impact Fees ("DIFs"), as established in Chapter 3.45 of the Chino Municipal Code ("DIF Ordinance"). The DIFs have been established by City to finance public facilities in furtherance of the goals and objectives of City's general plan, various facility master plans, capital improvement plans, and the nexus reports described in the DIF Ordinance ("Nexus Reports").

D. Pursuant to the DIF Ordinance and the Conditions of Approval, Developer owes DIFs for the Project.

E. Developer has elected to construct certain public improvements in excess of those specifically required by the Conditions of Approval which are specified on Exhibit C ("Public Improvements").

F. The DIF Ordinance provides that if, as a condition of approval of a development project, a developer constructs a public facility identified in the Nexus Reports, for which a development 7-10-20v2
impact fee is imposed, Developer shall be eligible to receive a fee credit toward the Difs imposed on the Project for the same type of public facility so constructed, and shall be entitled to reimbursement for eligible costs of constructing the public facility, provided that developer complies with the requirements of the DIF Ordinance as it may be amended from time to time. The DIF Ordinance specifically requires that the developer and City enter into a credit and reimbursement agreement.

G. City and Developer desire to enter into this Agreement for the following purposes: (i) to provide for the timely construction and completion of the Public Improvements, (il) to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications (defined in Section 2.1 below), and the laws and ordinances pertaining to the construction of public improvements, (iii) to provide the methodology for establishing the reimbursement amounts and/or DIF credits to which Developer may be entitled after completion of the Public Improvements ("Reimbursement/Credits"); and (iv) the requirements for Developer's transfer or application of all or any portion of the Reimbursement/Credits to third party.

NOW, THEREFORE, for the purposes set forth herein, Developer and City hereby agree as follows:

AGREEMENT:

Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein.

Construction of Public Improvements. Developer shall construct at its own cost and expense, the Public Improvements in accordance with the Plans and Specifications and the provisions set forth in this Agreement. Developer shall provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary to fully and adequately complete the Public Improvements.

2.1 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any portion of the Public Improvements until all plans and specifications for the Public Improvements have been submitted to and approved in writing by City ("Plans and Specifications"). Approval by City shall not relieve Developer from ensuring that all Public Improvements conform to all applicable laws, ordinances and regulation under California and federal law.

2.2 Permits and Notices. Prior to commencing any work, Developer (through its contractors) shall, at its sole cost and expense, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in this Agreement, any applicable law, and any permit or license issued to Developer.

2.3 Public Works Requirements. Developer shall ensure that the bidding, awarding, and construction of the Public Improvements are undertaken as if such Public Improvements were constructed as a public works project under the direction and authority of City, pursuant to all provisions of law applicable to governmental entities. Developer shall also comply with the requirements of City's Bidding and Contract Requirements for Public Improvements Policy, as adopted by City Council, hereby incorporated by reference and made a part of hereof (as may be amended from time to time). (a) Prior to soliciting or awarding the bid for any portion of the Public Improvements, Developer shall submit the bid packet and a set of construction drawings signed by 2 Developer or another authorized representative designated by Developer for the work being bid to City Engineer or his designee for review and approval, which approval shall be granted or denied within fifteen (15) calendar days after submission of such bid packet. If City Engineer denies approval of such bid packet and construction drawings, City Engineer shall specify the reasons for such disapproval and Developer shall resubmit a revised bid packet for review and approval until such approval is obtained.

Developer shall obtain bids for the construction of the Public Improvements in a manner which has been approved by City Engineer. Developer shall provide City Engineer with copies of all bids received from California licensed contractors and a bid summary in a form approved by City Engineer to assure that the contractor/subcontractors adhere to the applicable legal requirements for public works projects. The contract or contracts for the construction of the Public Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the Public Improvements. Developer shall enter into a construction contract with each contractor selected to perform work on the Public Improvements (after competitive bidding as set forth above), (each, a "Construction Contract") for the performance of the work set forth in the selected bid, and the terms of each Construction Contract entered into by Developer and each contractor/subcontractor shall be reasonably acceptable to City Engineer. Developer shall submit to City a copy of each executed Construction Contract for the Public Improvements within fifteen (15) days after execution thereof. (c) Developer's general contractor for the construction of the Public Improvement ("General Contractor") shall pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and otherwise comply with applicable provisions of the Labor Code, the Government Code, the Civil Code, and the Public Contract Code relating to public works projects of cities and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise directed by City Engineer.

All contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Public Improvements which they will construct in conformance with Section 5 of this Agreement.

2.4 Schedule of Performance. Developer shall commence construction of the Public Improvements in accordance with the Subdivision Improvement Agreement for Tract Map No. 16420-3.

Standard of Performance. Developer and its contractors shall perform all work required, constructing the Public Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.

Alterations to Public Improvements. All work shall be done and the Public Improvements completed as shown on the Plans and Specifications, and any subsequent alterations thereto mutually agreed upon by City and Developer. If Developer desires to make any alterations to the Plans and Specifications, it shall provide written notice to City of such proposed alterations. City shall have ten (10) business days after receipt of such written notice to administratively approve or disapprove such alterations, which approval shall not be unreasonably withheld, conditioned or delayed. If City fails to provide written notice to Developer of its approval or disapproval of the alterations within such ten (10) business day period, City will be deemed to have disapproved such alterations to the Plans and Specifications. Any and all 3 alterations in the Plans and Specifications and the Public Improvements to be completed may be accomplished without first giving prior notice thereof to Developer's surety for this Agreement.

Force Majeure. Developer agrees that the time within which it shall be required to perform any act under this Agreement shall not be extended except as follows: (i) Developer is delayed by City (including, without limitation, restrictions on priority, initiative or referendum, or moratoria), in which case Developer shall provide written notice to City specifically describing the nature and extent of the delay caused by City and Developer's detailed efforts to avoid such delay, which references this Section and deliver such notice within twenty (20) days of discovering such delay, and Developer's obligations shall be extended for such time as City deems reasonable as a result of the delay if and only if Developer provides such written notice to City within such time; or (ii) Developer is delayed due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, natural disasters, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, processing with any governmental agencies, unusually severe weather, or any other similar causes beyond the control of Developer or without the fault of Developer. An extension of time for any such cause shall be for the period of the enforced delay equal to the number of days during which Developer's performance was delayed and shall commence to run from the time of the commencement of the cause, if written notice by Developer claiming such extension is sent to City within twenty (20) days of knowledge of the commencement of the cause.

Security; Surety Bonds. Prior to the commencement of any work on the Public Improvements, Developer or its contractor shall provide City with surety bonds in the amounts and under the terms set forth below or, at City's request, in lieu of surety bonds, a letter of credit or letters of credit issued by a banking institution with a rating to be approved by City and in the form and upon terms approved by City ("Security"). The amount of the Security shall be based on the estimated actual costs ("Estimated Costs") to construct the Public Improvements, as determined by City after Developer has awarded a contract for construction of the Public Improvements to the lowest responsive and responsible bidder in accordance with this Agreement. If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer or its contractor shall adjust the Security in the amount requested by City.

Providing the Security shall not release Developer of its indemnification obligation in Section 4.

3.1 Performance Bond. To guarantee the construction of the Public Improvements and faithful performance of all the provisions of this Agreement, to protect City if Developer is in default as defined in Section 14, and to secure the Warranty of the Public Improvements pursuant to Section 10, Developer or its contractor shall provide City a faithful performance bond in an amount which sum shall be not less than one hundred percent (100%) of the Estimated Costs. City may, in its reasonable discretion, partially release a portion or portions of the security provided under this section as the Public Improvements are completed by City, provided that Developer is not in default on any provision of this Agreement and the total remaining security is not less than twenty percent (20%) of the Estimated Costs. All security provided under this section shall be released upon the final acceptance by the City Council of the City, provided that Developer is not in default of this Agreement.

3.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer or its contractor shall provide City a labor and materials bond in an amount which sum shall not be less than fifty percent (50%) of the Estimated Costs.

All security provided under this section shall be released upon the final acceptance by the City Council of the City, provided that Developer is not in default of this Agreement Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of at least "A" and FSC-VIII, shall be licensed to do business in California. As part of the obligation secured by the Security and in addition to the face amount of the Security, Developer and its contractor or the surety shall secure the costs and reasonable expenses and fees, 4 including reasonable attorneys' fees and costs, incurred by City in enforcing the obligations of this Agreement. Developer and its contractor and the surety shall stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the Plans and Specifications shall in any way affect its obligation on the Security.

4. Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental agency, arising out of or incident to any acts, omissions, negligence or willful misconduct of Developer in connection with the performance of this Agreement (Claims"). This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any Claim which is caused by the negligence or willful misconduct of City, as determined by a court or administrative body of competent jurisdiction and excludes any Claims arising out of incidents occurring after the date of the City's acceptance of the Public Improvements. Developer's obligation to indemnify regarding Claims arising from incidents occurring prior to the date of the City's acceptance of the Public Improvements shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, employees, or agents.

5. Insurance

5.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during performance of this Agreement, insurance of the types and in the amounts described below ("Required Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit.

5.1.1 General Liability. Occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage.

5.1.2 Business Automobile Liability. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

5.1.3 Workers' Compensation. Workers' compensation insurance with limits as required by the Labor Code of the State of California and employers' liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which insured retains employees.

5.1.4 Professional Liability. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than One Million Dollars ($1,000,000) per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Improvements. Such insurance shall be endorsed to include contractual liability.

5.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles 5 or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

Additional Insured; Separation of Insureds. The Required Insurance, except for the professional liability and workers' compensation insurance, shall name City as an additional insured with respect to work performed by or on behalf of Developer or its contractors, including any materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, or agents.

5.4 Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, or agents. The policy required for workers' compensation insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy.

Certificates: Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall, to the extent available from commercially reasonable insurance providers, be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on thirty (30) days' prior written notice to City.

Insurer Rating. Unless approved in writing by City, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least "A-" and FSC-VIII.

Maintenance of Improvements. City shall not be responsible or liable for the maintenance or care of, and shall exercise no control over, the Public Improvements until such Public Improvements are accepted by City. Developer shall have no obligation to make the Public Improvements available for public use at any time before the Public Improvements are accepted by City. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of Developer at all times prior to City's acceptance of the Improvements. Developer shall maintain all of the Public Improvements in a state of good repair until they are completed by Developer and accepted by City.

Prior to acceptance by the City, it shall be Developer's responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may, upon written notice and Developer's failure to remedy as provided in Section 14, do all work necessary for such maintenance, and the cost thereof shall be the responsibility of Developer and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance, except to the extent such damage or injury is caused by the negligence or willful misconduct of City, its elected officials, employees, and/or agents.

7. City Inspection of Public Improvements. Developer shall, at its sole cost and expense, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. Developer shall give notice to City when the construction of all or a portion of the Public Improvements is complete. Upon receiving such notice, City may inspect the Public Improvements and request any modifications or corrections as may be deemed reasonably necessary by City Engineer, in his or her sole discretion, to bring the Public Improvements into conformity with the Plans and Specifications, including any approved revisions thereto. Developer or Developer's contractors shall make all such modifications and corrections requested by City Engineer.

Liens. Developer shall not permit any liens to be filed against the Public Improvements and indemnifies City with respect to any such liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 8412 and 8414 of the Civil Code with respect to the Public Improvements, Developer shall provide to City such evidence or proof as City shall reasonably require that all persons, firms, and corporations supplying work, labor, materials, supplies, and equipment to the construction of the Public Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm, or corporation. Rather than await the expiration of the said time for the recording of claims of liens, Developer may elect to provide to City a title insurance policy or other security acceptable to City guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property.

9. Acceptance of Improvements; As-Built or Record Drawings. If the Public Improvements are completed by Developer in accordance with the Plans and Specifications, as reasonably determined by City Engineer, City shall be authorized to accept the Public Improvements. City may, in its reasonable discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the Public Improvements. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder's Office of the County of San Bernardino a notice of completion for the accepted Improvements in accordance with California Civil Code Section 9204 ("Notice of Completion"), at which time the accepted Public Improvements shall become the sole and exclusive property of City without any payment therefor, except as expressly set forth herein.

Notwithstanding the foregoing, City may not accept any Public Improvements (or the applicable portion thereof) unless and until Developer provides two (2) sets of "as-built" or record drawings or plans to City for all such Public Improvements (or the applicable portion thereof). The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

Warranty and Guaranty. Developer warrants and guarantees all the Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of the Public Improvements, for a period of one (1) year following completion of the work and acceptance by City ("Warranty"). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise materially unsatisfactory portion of the Improvements, in accordance with the Plans and Specifications. All repairs, replacements, or reconstruction during the Warranty period shall be at the sole cost and expense of Developer, and shall not be eligible for credits or reimbursements. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer hereby agree to provide a warranty for a one (1) year period following City acceptance of the repaired, replaced, or reconstructed Public Improvements.

Developer's warranty obligation under this section shall survive the expiration or termination of this Agreement.
7 11. DIF Credit and Reimbursement.

11.1 Calculation of Eligible Costs. Upon or prior to completion of the Public Improvements by Developer, Developer shall submit to City Engineer such information as City Engineer may require to calculate the actual costs incurred by Developer to construct the Public Improvements ("Actual Costs").

11.2 Credit/Reimbursement Limits. The credit and, if applicable, reimbursement amount owed to Developer for construction of the Public Improvements (Credit/Reimbursement Amount") shall be equal to the Actual Costs, subject to the following limitations:

11.2.1 Reasonable Soft Costs. City Engineer shall, in his or her reasonable discretion, determine the amount of reasonable soft costs eligible for credit and reimbursement under the DIF Ordinance. Such amounts may include professional engineering and design services, construction management, soils testing, permits, plan check fees, and inspections, but shall not include interest or attorneys' fees. For soft costs to be reimbursable to Developer pursuant to this Agreement, City must be able to verify that such soft costs are specifically attributable to the specified Public Improvements for which reimbursement is being made, by reference to separate subcontracts) or by another means approved by City in writing. The total amount of the soft costs shall not exceed fifteen percent (15%) of the Credit/Reimbursement Amount. City Engineer may, in his or her reasonable discretion, reduce or disallow credit/ reimbursement for any costs he finds excessive or unreasonable.

11.2.2 Nexus Report Costs Estimates. The Credit/Reimbursement Amount shall not exceed the cost estimates for the Public Improvements included in the Nexus Reports, unless approved by City council.

11.2.3 DIF Categories. Developer acknowledges that DIFs are imposed in various separate categories to fund specific public facilities. Credit against DIFs may only be applied for eligible improvements identified in the specific DIF category.

Conditions Precedent to Final Credit or Reimbursement. City's obligation to provide fee credits or reimbursements for the Public Improvements pursuant to this Agreement is conditioned upon the prior satisfaction by Developer or written waiver by City Manager of each of the following Conditions Precedent within the times designated below:

11.3.1 Completion of Construction. Developer shall have completed the construction of the Public Improvements acceptable to City, and thirty (30) days have elapsed since notices of completion have been recorded in relation to the Public Improvements, in accordance with California Civil Code Sections 9204 and/or 8182 (as applicable). The purpose of this provision is to ensure that the Public Improvements will be independently functional and to maintain consistency with vesting rights, and nothing herein shall be deemed to make any part of the Project a public work other than the Public Improvements.

11.3.2 Submission of Documents. Developer shall have made full and complete payment of all undisputed claims for work performed on the Public Improvements, or in the event of a dispute between Developer and the General Contractor or a subcontractor, Developer shall have obtained a commercially reasonable bond reasonably satisfactory to City to release any applicable mechanics' lien or stop notice, and Developer shall have submitted and City shall have approved a written request for the credit/reimbursement, including copies of all bills and/or invoices evidencing the costs of constructing the Public Improvements actually incurred by Developer and any other documents reasonably required by City.

11.3.3 As-Built Drawings. Pursuant to Section 9, Developer shall have submitted two (2) sets of final as-built drawings for the Public Improvements to City Engineer. 8 11.3.4 Acceptance of Required Public Improvements by City. The City Council shall have accepted title to the Public Improvements.

11.3.5 No Default. Developer shall not be in default in any of its obligations under the terms of this Agreement, and all representations and warranties of Developer contained herein shall be true and correct in all material respects.

11.3.6 Compliance with DIF Ordinance and Conditions of Approval.

Developer shall be in compliance with all requirements of the DIF Ordinance and the Conditions of Approval.

11.4 DIF Addendum Assignment of Credit/Reimbursement Amount. Developer shall have the right to assign all or portions of the Credit/Reimbursement Amount in accordance with the requirements specified in the DIF Addendum, which assignment will require City's written acknowledgement. Developer understands that strict compliance with the assignment restrictions is critical to allow City to track the total Credit/Reimbursement Amount and Developer's failure to comply with the assignment requirements in the DIF Addendum may result in delays in the processing of credit/reimbursement assignments by the City Exhibit D ("DIF Addendum").

11.5 Payment. If Developer's credit is less than the DIF owed, then Developer shall pay the remaining balance to City to fully satisfy Developer's DIF obligation within thirty (30) days of the execution of the DIF Addendum.

11.6 Reimbursement. If Developer is entitled to a reimbursement, City shall reimburse the balance to Developer in accordance with the provisions of the DIF Ordinance.

12. Assignment. Prior to completion of the Public Improvements, Developer may assign this Agreement to a third party ("Assignment"), subject to the approval of City's Director of Development Services ("Director") in his/her reasonable discretion. If Developer desires to assign this Agreement, Developer shall provide detailed information as to the proposed assignee ("Assignee") as requested by City including but not limited, evidence of Assignee's right to acquire the Property, its background and financial information evidencing the ability of Assignee to complete the Public Improvements. Any assignment of this Agreement shall not release Assignor.

13. Default; Notice: Remedies.

13.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation or code, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice of Default"). Developer shall substantially commence the work required to remedy the default or violation within five (5) business days after its receipt of the Notice of Default. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice of Default verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice of Default, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs or expenses, as provided for in Section 15 of this Agreement.

13.2 Failure to Remedy: City Action. If the work required to remedy the noticed default or violation is not commenced within the time required under Section 13.1 of this Agreement and diligently prosecuted to completion, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its reasonable discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost and expense of Developer and its surety, without the necessity of giving any further notice to Developer or surety. In the event City elects to complete or arrange for completion of the remaining work and the Public Improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City.

13.3 Other Remedies. No action by City pursuant to this Section 13 shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise its rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorneys' fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law.

15. Miscellaneous.

15.1 Relationship between the Parties. The Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer's contractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City.

15.2 Authority to Enter Agreement. Each person executing this Agreement on behalf of Developer represents and warrants that he or she has the legal power, right and authority to execute this Agreement on behalf of Developer and that this Agreement is binding upon Developer.

Notices. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any person shall be in writing and either served personally, communicated electronic mail (with a receipt requested), or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated immediately upon personal delivery, fax or email receipt, or forty-eight (48) hours from the time of mailing if mailed as provided in this Section:

To City: City of Chino
13220 Central Avenue
Chino, CA 91710
Attn: Director of Development Services
Email: [email protected]
With Copy to: Aleshire & Wynder, LLP
188881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attn: Fred Galante, Esq.

Email: [email protected]
To Developer: Chino Preserve Development Corporation
1156 N Mountain Avenue
Upland, Ca 91785-0670
Attn: Bryan Goodman
10 With Copy To: Chino Preserve Development Corporation c/o Lewis Management Corporation
1156 N Mountain Avenue
Upland, Ca 91785-0670
Attn: Jay Dupre, Esq.

15.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

Construction; References; Captions. The Parties agree that the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

Any term referencing time, days, or period for performance shall be deemed calendar days and not work days, unless specified therein. All references to Developer include all personnel, employees, agents, and contractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

15.6 endesent Modification, No deselemen, modi Pation, or amend mint of this Agreement shall be binding unless executed in writing and executed by both Parties.

Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns.

This section shall not be construed as an authorization for any Party to assign any right or obligation.

No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

15.10 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15.11 Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of San Bernardino, California.

15.12 Time is of the Essence. Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with due diligence to complete all covenants and conditions.

15.13 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

15.14 City Officers and Employees. No officer or employee of City shall be personally liable to Developer or any successors in interest in the event of any default or breach by City or for any 11 amount that may become due to Developer or any successors) in interest or for breach of any obligation of the terms of this Agreement. No officer or employee of Developer shall be personally liable to City or any successors) in interest in the event of any default or breach by Developer or for any amount that may become due to City or their successors in interest or for breach of any obligation of the terms of this Agreement.

15.15 Entire Agreement. This Agreement contains the entire agreement between City and Developer and supersedes any prior oral or written statements or agreements between City and Developer.

15.16 Attorneys' Fees. Notwithstanding the provisions of Section 14 above, in the event of any litigation arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of litigation

15.17 Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A Location Map
Exhibit B Conditions of Approval
Exhibit C Public Improvements
Exhibit D DIF Credit/Reimbursement Addendum
[SIGNATURES ON FOLLOWING PAGE]
12 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

ALESHIRE & WYNDER, LLP

SIGNED IN COUNTERPART
Fred Galante, City Attorney Nicholas S. Liguori, AICP
Director of Development Services

CHINO PRESERVE DEVELOPMENT
CORPORATION:

Instantm
By:
(Signature/and Date)
Name: Bryan Goldman
(Please type or print name)
Title: Authorized Agent
(Please type or print)

CITY OF CHINO
IWAn
Matthew C. Ballantyne, City Manager
Dated: 10.2.21
ATTEST:

Lue Poly
Angela Robles, City Clerk
DEVELOPER: TWO PERSONS AUTHORIZED BY THE APPLICABLE ENTITY FORMATION DOCUMENTS SHALL EXECUTE THIS AGREEMENT. COPIES OF APPLICABLE DOCUMENTS EVIDENCING SUCH AUTHORITY SHALL BE PROVIDED TO CITY.

DEVELOPER SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE APPLICABLE FORMATION DOCUMENTS FOR THE ENTITY.

DocuSign Envelope ID: D01C8EC8-CC5F-438F-9671-526B264B9DAA IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

ALESHIRE & WYNDER, LLP
—DocuSigned by:

N. Coworl
Fred Galante
-5E4E9D9F40:
red Galante, City Attorne Vicholas S. Lighori AICI
Director of Development Services

CHINO PRESERVE DEVELOPMENT
CORPORATION:

Antonem
By:
(Signature and Date)
Name: Bryan Godman
(Please type or print name)
Title: Authorized Agent
(Please type or print)

CITY OF CHINO
Matthew C. Ballantyne, City Manager
Dated:

ATTEST:

By: _
Angela Robles, City Clerk
DEVELOPER: TWO PERSONS AUTHORIZED BY THE APPLICABLE ENTITY FORMATION DOCUMENTS SHALL EXECUTE THIS AGREEMENT. COPIES OF APPLICABLE DOCUMENTS EVIDENCING SUCH AUTHORITY SHALL BE PROVIDED TO CITY.

DEVELOPER SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE APPLICABLE FORMATION DOCUMENTS FOR THE ENTITY.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of san Bernardind
on 97 7021 before me, Uree uriner, Notary tublic
Here Insert Name and Title of the Officer
personally appeared Bryan Goodman
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(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.

CREE CRINER
Signature
Notary Public - California
San Bernardino County Signature of Notary Public
Commission # 2336308
My Comm, Expires Oct 23, 2024
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:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: - Other:

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 01225
Exhibit A
Tract Map No. 16420-3
Pine Avenue

TRACT BOUNDARY-
LOST B

TRACT BOUNDARY
Main Street East Preserve Loop
ico
LOT
LOT

3.03 кс-
LOT'
Market Street TRACT BOUNDARY
975 N Haven Avenue
NORTH
LACING Suite 200
Ontario, California 91764 150' 300'
Phone: (909) 945-0526
Engineers/Surveyors Fax: (909) 945-0529

EXHIBIT B

CONDITIONS OF APPROVAL
[ATTACHED]
B-1

NL CM DSH

FM IA MK
NA _ AC
EXHIBIT "B" E-Mail Sent: 3/24/2021
To: M. Staar

DEVELOPMENT ENGINEERING DIVISION CONDITIONS OF APPROVAL FOR A PORTION OF PHASE 5 OF TENTATIVE TRACT MAP NO. 16420 (TRACT MAP NO. 16420-3)
DATE: March 24, 2021 PC MEETING DATE:April 5, 2021
PROJECT DESCRIPTION: Subdivide 31.11 acres for the Town Center at The Preserve commercial retail with Live/Work Units and Main Street apartment community to the east within TTM 16420 PROJECT LOCATION: A portion of original Block 6 & 7 bounded by Pine Avenue to the north, E. Preserve Loop to the east, future Market Street to the south, and to ~300' west of future Main Street to the west (APN 1057-181-03, 04, 06, -07 & - 35) APPLICANT: Chino Preserve Development Corp., PROJECT ENGINEER: Natalie Ávila Pat Loy
THE ORIGINAL CONDITIONS FOR THE TENTATIVE TRACT MAP 16420 APPROVED ON FEBRUARY 13, 2008 BY THE PLANNING COMMISSION ARE MODIFIED AS FOLLOWS. THE PARAGRAPH NUMBERING SYSTEM IS CONSISTANT WITH SAID CONDITIONS OF APPROVAL. THE BOLD FONT

INDICATE CLARIFICATIONS APPLICABLE TO THIS PROJECT AND SHALL BE MET BY THIS PHASE

WITHIN THE SITE INCLUDE (UNLESS OTHERWISE DETERMINED BY THE DIRECTOR OF DEVELOPMENT SERVICES). CERTAIN CONDITIONS OF APPROVAL ARE REPEATED HEREIN TO

EMPHASIS THAT THEY ARE A REQUIREMENT OF THIS PHASE

1.0 PRIOR TO MAP RECORDATION FOR TRACT 16420-3:

1.1 Provide a preliminary Title Report no older than 60 days and all supporting documents to show all existing | easements on all plans and maps that have been vacated or quitclaimed

1.3 Make the following dedications; additional dedications shall be required based upon final approved designs and study recommendations:

Street Name Distance (R/W Total) Direction From C/L
Pine Avenue
(From West Preserve Loop to East Varies from 80' to
Preserve Loop) 68'(110' to 98') South
Main Street
(From Pine Ave. to Market St.) 46' (92') West & East
Market Street
(From Main St. to East Preserve Loop) 33' / 41' (74) North / South East Preserve Loop at Pine Avenue 58" (113') West

1.3.d. Dedicate to the City a minimum 20-foot wide easement for utility purposes, located at the terminus of Main Street at Loop Road to Chino-Corona Road. (COATTM 16420 1.3B) 1 Dedicate 1-foot wide from R/W cutoff on the southwest corner to about 136-feet south.

EXHIBIT "B"
TRACT MAP NO. 16420-3 2 March 24, 2021

1.3.e. Prepare and record necessary reciprocal use easement to implement the project in accordance with real estate law for the legal right for ingress and egress and joint maintenance shared areas between the retail and apartment sites.

1.3.f. Dedicate to the City an easement for public utility and interconnect communication purposes between the retail and apartment sites.

1.6 Execute a Subdivision Agreement and submit security in an amount acceptable to the City Engineer to guarantee construction of the public improvements listed in 2.8 including if necessary, the improvements pursuant to Government Code, Section 66462. All security must be accessible to the City at any time and in a form acceptable to the Assistant City Manager, pursuant to Government Code, Section 66499.

1.12 Pay all applicable fees pursuant to City Code.

1.13 Prepare plans to conform to the Pedestrian Accessibility Route Plan that shall comply with accessibility standards in the CBC and ADA regulations per Part 36 of Title 28, which include the 2010 (ADA) Standards.

1.14 Design and construct all downstream drainage-mitigating measures per approved drainage study, including supporting hydraulic and hydrological data, conforming to recommend changes to the approved Storm Drain Master Plan for Subarea 2 for Line 'F'. In addition, the Developer shall enter into an agreement for the project's contribution. The drainage improvements shall include the offsite area north of Pine Avenue and any necessary interim facilities to protect the development and its street improvements. (COA TTM 16420 2.4A)

1.15 Provide legal descriptions and plats for dedications needed from other owners and in collaboration with the City, acquire right-of-way, easements and all other rights on Pine Avenue as needed to accommodate street widening on the north side of Pine Ave described in item 2.8. Pursuant to Section 66462.5 of The Subdivision Map Act, if unable to acquire right-of-way, enter into an agreement with the City to complete the improvements at such time as the City acquires the right- of-way.

2.0 PRIOR TO ISSUANCE OF BUILDING PERMITS AND/OR CONSTRUCTION PERMITS FOR ANY LOT WITHIN THIS PHASE:

2.4.a. Prepare and submit a drainage study, including supporting hydraulic and hydrological data to the Project Engineer for approval. The study shall recommend changes to the City's adopted Master Drainage Plan for Subarea 2 (The Preserve) by identifying off-site (i.e. temporary runoff storm water from Pine Avenue slated to be conveyed to the Line 'C' system, downstream control for the Line 'F' system) and on-site storm water runoff impact 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 system connection points and all downstream drainage mitigation measures. (COA TTM 16420 2.4 & 2.11)

2.4.b. Prepare and submit a sewer collection system analysis to determine if downstream facilities are adequate to handle the proposed development. The analysis will evaluate the proposed points) of connection and determine if there are any system deficiencies or needed improvements in order for the proposed development to be connected to the City's sanitary sewer collection system. The study shall be an amendment to update The Sewer Master Plan for the Subarea 2 (The Preserve) for the identified tributary areas in the master that are different from the proposed project site.

EXHIBIT "B"
TRACT MAP NO. 16420-3 3 March 24, 2021

2.4.d. City staff has deemed that the type of water (recycled) shall be used for grading operations, dust control activities, and public right-of-way area landscape irrigation. An evaluation of compliance to the California State Water Resources Control Board latest requirements shall be made at the time of permit issuance.

2.4.e. The developer shall be required to execute a Chino Basin Watermaster "Voluntary Agreement" with the City in those instances where such an agreement applies. For example, such instances would include developer-acquired acreage that is planned for development but the timing of that development occurs at some future time and the acreage is proposed to be used for agricultural purposes utilizing City provided water in the interim. The Voluntary Agreement and any necessary amendments to existing agreements must be fully executed prior to the provision of City supplied water for agricultural purposes. (COA TT 16420 2.4E)

2.4.f. Convey ownership of all existing onsite water wells (i.e. Well #25, IDSIGNA1 Irrigation, Stueve1 Irrigation) as shown on the Site Utilization Exhibit, to the City and convert to monitoring wells as directed by the City's Water Utilities Supervisor. Prepare and record any necessary easements to provide the City with access to the monitoring wells. Any existing water wells that cannot be feasibly converted to monitoring wells shall be destroyed per City Standard No. 465. (COA TTM 16420 2.4F)

2.6 Provide a certificate, from a Registered Civil Engineer, certifying that the finished rough grading has been completed in accordance with the City approved grading plan and includes topographic exhibit plans.

EXHIBIT "B"
TRACT MAP NO. 16420-3 4 March 24, 2021

2.8 Prior to issuance of any construction permit and in accordance with COA per Tract 16420, the design per City Standards for full public improvements for all impacted and interior streets/facilities in accordance with City Code, Standards and Specifications shall be approved.

Such public improvements shall include, but not be limited to, the following: (Please coordinate and verify all requirements with the Project Engineer.) Street Names
Pine E. Preserve
Ave? Main St Loop Market St
Curb & Gutter (Offset from Centerline) 45'-57' 31' 42'
Sidewalk (Min. Width) 8'3 5'
Community Paseo Shared-Use Path
(Width) 13'4 10' 13'
Asphalt Concrete Pavement on 14' wide 13' w/ 18' 21' both Aggregate Base (Width from Centerline) (44") parking sides both
sides
Asphalt Concrete Overlay/Reconstruction X
Street Lights X
Median Island and Landscaping X
Parkway Landscaping X X X X
Signing, Striping and Traffic Controls X X6.7
Traffic Signal X5,8 X3
Interconnect Communication X X
Conduit System for CATV X X X
Sewer X X
Storm Drain X° X
Domestic Water X
Recycled Water X
Fire Hydrants as required by CVIFD X X
Other: Midblock Pedestrian Crossing X
2 See Section 2.8.a for further description and scope for Pine Avenue. 3 Unless otherwise shown on MSA Main Street Parkway Exhibit Sheet L-8.

Along the project frontage. Sidewalk for temporary transitions should be half the widt Roadway also varies at the intersections from 55' full width near throat at Pine Ave to 44' full width near throat at Marke 6 Drawing revisions to City as-builts are also necessary for this project phase. 7 In The Preserve Specific Plan interim conditions for the bicycle facilities permit the utilization of the transit lane. The E.

Preserve Loop corridor from Pine to Market should be designed to incorporate a 8' bike lane and 6' striped buffer. 8 Traffic Signals listed in Section 2.11.c.
9 Drainage may be required to pick-up low flow run-off.

EXHIBIT "В"
TRACT MAP NO. 16420-3 5 March 24, 2021

2.8.a. Pine Avenue Improvements include, but not limited to, Community Paseo Shared-Use Path, pavement rehabilitation, raised landscape median, streetlights, utility undergrounding and relocation, temporary and phased infrastructure, and street widening to provide two westbound through lanes, a 14' wide landscape median, three eastbound lanes and south side parkway from the westerly tract boundary to Harvest Way/Homecoming Drive.

Provisions for adequate pavement and sidewalk transitions from existing conditions outside said limits to permanent improvements to accommodate street widening at each intersection shall also be included to the satisfaction of the City Engineer.

2.10 Obtain design and plan approval from appropriate utility companies for undergrounding all utility lines adjoining and interior to the project, including power lines of 34.5kV or less in accordance with City Code, Chapter 13.32. Above ground structures shall not impede in the continuous pedestrian path of travel.

2.11 Other Conditions: Public improvements listed in Section 2.8 and in accordance with COA TTM 16420 2.11 shall be required for this project based on current analysis and include, but not be limited to, the following:

2.11.a Offsite Storm Drain
Based on the results and recommendations of the drainage study required by TTM 16420 condition 2.4A, design and construct the required storm drain and outlet structure from the development's southern boundary to the Prado Basin. This portion of the phased development has a downstream control located at the outfall of Line 'F' therefore, the offsite facilities are applicable to those facilities only.

Depending on the timing of the developments north of Pine Avenue, design and construct any necessary interim facilities to protect the development and its street improvements.

2.11.b Curb Return Radius
All public street corners shall have a minimum curb radii per City Code, Chapter 19.06 and City Standards and Specifications as follows, unless increase or decrease in radius is required for truck turning movements or traffic calming measures purposes as directed by the City Engineer:

R=45' minimum for driveways with large truck access, WB-40 and larger • R=25' minimum for vehicular access only driveways
• R=15' to 20' as needed at traffic calming locations

2.11.c Intersection Improvements - All intersection improvements including but not limited to, public utilities, curb, paving, sidewalk, shared-use path, traffic signals and interconnect SAl water. secupancy or any communication, shall be constructed prior to the first occupancy of any retail or residential phase listed. Modifications and phasing of improvements and signals may be allowed to the satisfaction of the Director of Development Services, if subsequent traffic studies, to be reviewed and approved by City staff, indicate phasing of improvements and signals warranted Additional rights-of-way dedication shall be required based upon final approved design and approved traffic study recommendations to encompass access and all traffic equipment. Design of intersections shall be to the satisfaction of the Director of Development Services or their designee.

Separate instruments (recorded documents) shall be required to provide additional dedications to previously recorded maps. Design of the full public improvements shall be prepared on project plans that may also require delta revisions to existing as-built plans. Pine Avenue corridor improvements shall include 10' width left turn lanes, 2 westbound and 3 eastbound 12' thru lanes, and 14' right turn lanes unless otherwise determined in the final engineering design process. Raised median widths noted below are at the adjacent turn pocket and do not represent the full landscaped width noted in The Preserve Specific Plan.

EXHIBIT "B"
TRACT MAP NO. 16420-3 6 March 24, 2021
ii. Pine Avenue at Main Street-Design and Construct New Traffic Signal with protected left turns all directions; north leg is closed but accommodations may be required for the future development on the north side of the intersection.

NB-1 left turn lane (80' pocket and a 30' transition), 1 through lane, 1 right turn lane (80' pocket); 22' Parkway w/s, 15' Parkway els
SB (departure)-1 through lane
EB-1 buffer for future left turn lane (250' pocket and a 90' transition), 3 through lanes, 1 right turn lane (250' pocket and a 90' transition), 4' raised median, shared-use path bicycle signal
WB-1 left turn lane (250' pocket and a 90' transition), 2 through lanes, 4' raised median, shoulder
ili. Pine Avenue at Commercial Center Driveway (formerly 2nd Street)-Design New Traffic Signal with protected left turns all directions; north leg is closed but accommodations may be required for the future development on the north side of the intersection.

NB-1 shared left/through/right turn lane
EB-3 through lanes, 1 right turn lane (120' pocket with 90' transition), 4' raised median, shared-use path bicycle signal
WB-2 through lanes, 1 left turn lane (230' pocket with a 90' transition), 4' raised median, shoulder
iV. Pine Avenue at East Preserve Loop-Design and Construct Traffic Signal Modification; North leg is closed. Relocate traffic equipment to new street level elevations NB-Dual left turn lanes (128' pocket each with a 120' transition), 1 right turn lane (150' pocket with a 90' transition), bike lane
EB-1 buffer for future left turn lane (250' pocket with a 90' transition), 3 through lanes, 1 right turn lane (180' pocket with 90' transition), 4' raised median, shared-use path bike signal
WB-1 left turn lane (250' pocket), 2 through lanes, 4' raised median SB(departure)-1 through lane, 1 buffer transit lane, 18' Parkway xVi. East Preserve Loop at Market Street-Design All-Way Stop Control NB-1 left turn lane (150' pocket with a 90' transition), 1 shared through/right lane, 1 bike lane (5' width)
SB-1 left turn lane (150' pocket with a 90' transition), 1 through lane, 1 buffer transit lane (14' width)
EB-1 shared left/through/right lane
WB-1 shared left/through/right lane
xviii. Main Street at Market Street-Design 3-Way Stop Control; South leg is closed SB-1 left turn lane (50' pocket and a 30' transition), 1 shared through/right lane WB-1 shared through/right lane, 12' Parkway n/s, 20' Parkway s/s EB-1 shared left/through lane
NB(departure)-1 through lane

2.11.d Intersection and Street Improvements and Traffic Signals (Offsite) The City shall design and the Developer shall construct per City Standards the following required improvements on Pine Avenue between Euclid and Mayhew Avenues to the satisfaction of the City Engineer. Applicant shall only receive Development Impact Fee (DIF) credit for the construction of improvements identified in the City's latest DIF Nexus Study:
a. Widen Pine Avenue to provide two westbound lanes, a two-way left turn lane, and two eastbound lane. Provide two westbound left turn lanes and two northbound right turn lanes at the Euclid Avenue intersection. Improvements shall include but are not limited to AC pavement, curb, gutter, signing, and EXHIBIT "B"
TRACT MAP NO. 16420-3 7 March 24, 2021
striping.
b. Restripe Pine Avenue to increase the capacity of the two westbound left turn lanes at the Pine & Euclid intersection to the satisfaction of the City. c. Install temporary striping to accommodate a transition between lane configurations at Mayhew Avenue.
ili. Pine Avenue should have a shoulder and two 12' wide lanes on the north side from W. Preserve Loop to E. Preserve Loop.
iv. Market Street shall have temporary cul-de-sac with 38' radius beginning at the tract boundary and include full parkway improvements (i.e. sidewalk, landscape, etc).

2.11.e Traffic Signal Interconnect and Communications
Design a traffic signal interconnect and communications system plan to include installation of interconnect cable, conduit, pullboxes, cabinets, equipment, hub, etc., for tiber communication between signals and City facilities. System shall interconnect all existing and proposed signals on Pine Avenue and Hellman Avenue, future traffic signals and lighting systems, traffic control and management systems, and communication network to City facilities, and provide traffic signal and fiber network communications to City Hall for the successful synchronization of the corridor.

2.11.f. Additional Traffic Requirements
Pay fair share contribution towards improvements as defined in approved traffic studies listed above, as well as any required subsequent traffic studies. Deposit in lieu fees with the City in an amount acceptable to the City Engineer for the relocation of signal and communication equipment to ultimate public road widths at Pine Avenue and Commercial Center Driveway.

2.14 Pursuant to Santa Ana Regional Water Quality Control Board Order Number R8-2010-0036, NDES Permit No. CAS618036, prepare a project-specific Water Quality Management Plan (WQMP) and submit to the project engineer for review and approval. To address NPDES Permit requirements to the maximum extent practicable, the project shall be designed to specify preferential use of Low Impact Development Best Management Practices that reduce pollutants and runoff volume through structural measures (e.g. infiltration, harvesting, and bio- treatment) and non-structural measures (e.g. preserving natural areas, clustering development, and reducing impervious areas. The WQMP shall conform to the requirements of the San Bernardino County Stormwater Program, 2013 WQMP Technical Guidance Document.

For development activities specific to paved surfaces that will be used for vehicular transportation, the MS4 Permit requires the preparation of a transportation WQMP. The City may require low impact development (LID) preventative measures that promote infiltration and shall be incorporated in the drainage plans.

An amendment to the Operation and Maintenance Plan for Mill Creek Wetlands facilities shall also be submitted with the revised Master WQMP for Drainage Area 'F' for review and approval to the Project Engineer prior to issuance of precise grading and building permits. (COATTM TTM164202.14)

2.15 Design and construct commercial driveway approaches per City Standard No. 250 with continuous pedestrian sidewalk.

EXHIBIT "B"
TRACT MAP NO. 16420-3 8 March 24, 2021

2.16 Design and construct pedestrian buffers in accordance with Federal Highway Administration (FHWA), International Traffic Engineering (ITE), and National Association of City Transportation Officials (NACTO), or other applicable guidelines for raised intersections to the satisfaction of the City Engineer and Transportation Manager.

2.17 Prepare and submit a Construction Management Plan that includes but not limited to construction notifications, noise mitigation, milestones for the phasing of interim and ultimate public improvements that coincide with building permitting and occupancy, construction yard, pedestrian mobility, and temporary traffic control. Approval of the Construction Management Plan does not constitute permit approval. Developer shall apply for and receive all applicable permits before work may commence. A proposed Haul Route narrative and map must be submitted with Construction Management Plan.

2.18 Submit a Geotechnical Investigation and Pavement Design Report for Pine Avenue Improvements including for areas of pavement failures by providing subsurface information along with laboratory testing results and engineering analysis of pavement rehabilitation and/or reconstruction recommendations to the Project Engineer for review and approval. A purpose and scoping letter shall be submitted, reviewed, and approved by the City Engineer prior to performing the field work, analysis, and final report.

2.19 Prior to issuance of a building permit, the Developer shall enter into a "DIF Pre-Payment Agreement" with the City for STORM DRAINAGE COOLLECTION SYSTEM FACILITIES & CIRCULATION SYSTEM categories as it pertains to the ultimate Pine Avenue improvements included in the DIF Nexus Report for design, right-of-way, and construction.

3.0 PRIOR TO REQUEST FOR AND RELEASE OF OCCUPANCY PERMITS/ ACCEPTANCE OF PUBLIC IMPROVEMENTS:

3.1 Construct and secure Development Services Department approval of all required improvements and public facilities enumerated under Section 2.0 above (per Resolution No. 88- 23) except those items addressed in item 4.0 below. Pine Avenue improvements from the westerly tract boundary to Harvest Way/Homecoming Drive including, but not limited to curb and gutter, paving, street lights, traffic signals, traffic signal interconnect conduit, and landscaping shall be completed prior to any occupancy.

3.7 Other Conditions
Proposed Transit Stop along E. Preserve Loop shall be constructed prior to implementing transit lane loop in The Preserve.

3.8 The Developer is responsible for the repair and maintenance of public right-of-way or private property from substantial construction completion until final acceptance of improvements. Provide and implement maintenance schedule of infrastructure improvements should final acceptance by the City Council not occur within one year after the construction was completed.

3.9 Prior to issuance of Certificate of Occupancy, the Developer shall enter into an agreement and deposit funds with the City for the cost to City to contract with the City's traffic signa maintenance company for ongoing maintenance of traffic signals and communication systems listed in Sections 2.0 until such time the improvements are accepted by the City.

3.10 All improvements shall comply with federal, state, and local accessibility regulations and standards. The review or approval of plans and specifications by the City does not permit the violation of any section of the federal law, state law, building code, or local ordinance.

EXHIBIT "B"
TRACT MAP NO. 16420-3 9 March 24, 2021
Where accessibility standards are contradictory, the provision that provides the most accessible (restrictive) condition shall apply. Where the project's conditions of approval conflict with accessibility regulations and standards, the prevailing provision shall be determined by City's Accessibility Coordinator and City Engineer.

3.11 Pay all remaining applicable fees pursuant to City Code.

3.12 Upon final cap of the street improvements listed within Section 2.0, the City of Chino strongly advises against any future street cuts for the purposes of underground utility installation for a period of Five Years. If additional cuts are required, the City Engineer may require additional street repair (length and width / full depth paving) as deemed necessary to ensure the structural integrity of the roadway.

3.13 Submit to the City, electronic files of Tract/Parcel Map and "as-built" improvement plans in AUTOCAD, Ersi GIS shape and Adobe Acrobat PDF formats. AUTOCAD files shall be submitted as an transmitted zip file of the CAD drawings with all base files attached.

Scanned resolution of PDF shall be a minimum of 360 dpi.

4.0 COMPLETE PINE AVENUE PUBLIC IMPROVEMENTS:

4.1 Within one year of obtaining right-of-way from the applicable offsite property owners and obtaining required permits from the State and federal agencies, construct and secure Development Services Department approval of all required improvements and public facilities described as follows:

4.1.a. Construct interim Pine Ave street widening between Euclid Ave and Mayhew Ave described in item 2.11.d.ii. (APNs 1056-392-05 and 06)

4.1.b. Slurry seal along all streets impacted by the construction of public improvements as directed by City staff. Install signing and striping per approved plans.

4.2 Submit to the City, electronic "as-built" improvement plans in AUTOCAD, Ersi GIS shape and Adobe Acrobat PDF formats. AUTOCAD files shall be submitted as an etransmitted zip file of the CAD drawings with all base files attached. Scanned resolution of PDF shall be a minimum of 360 dpi.

NHA
Attachment

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT

DEVELOPMENT ENGINEERING DIVISION

ITEMS REQUIRED FOR FIRST PLAN CHECK SUBMITTAL
TRACT NO. 16420-3
PROJECT ENGINEER: _Natalie Ávila
DATE: 2/9/2021

A COPY OF THIS CHECK LIST MUST BE SUBMITTED WITH THE FIRST PLAN CHECK 2 Copies of Development Engineering Division Conditions of Approval 2 Sets of Maps (Subdivision Only)
Copies of preliminary Title Report (no older than six months) (Subdivision Only) 1 Copies of Closure Calculations (Subdivision Only)
Set of Referenced Maps - Digital Copy (Subdivision Only) Copies of Geologic and Geotechnical Investigation, Corrosivity Report, and Methane Report (no older than sixty days)
Copies of Geotechnical Report for Pine Avenue Pavement Recommendation Copies of Right-Of-Way Dedication: (a) 20-foot wide easement for utility purposes, located at the terminus of Main Street at Loop Road to Chino-Corona Road * Sets of Rough Grading Plans with 1 Digital Copy of Conceptual Grading 4 Sets of Storm Drain Plans
Set of Storm Drain Plans for Master Drainage Line 'F' (per separate submittal - digital copy for reference)
Copies of Hydrology and Hydraulic Calculations with Backup Data (Signed and Sealed by a Registered Civil Engineer)
Copy of Hydrology and Hydraulic Calculations with Backup Data (Signed and Sealed by a Registered Civil Engineer) for Master Drainage Line 'F' (per separate submittal - digital copy for reference) Copies of Engineering Cost Estimate (On City Forms) with Engineer's Wet Signature and Stamp 3 Sets of Street Improvements Plans
1 Set of Street Improvements Plans - Delta Revisions
AA-5420 Various streets - directional ramps as required Copies of Cross-Sections (if street plans are required) at 50' intervals and extended a minimum of 100' beyond limits of improvements for Pine Avenue
Sets of Sewer Plans
1 Set of Sewer Plans - Delta Revisions
BA-1334 East Preserve Loop @ West Gate - add private sewer BA-1847 East Preserve Loop @ Market Street - add private sewer Set of Sewer Study
3 Sets of Domestic Water Plans
2 Sets of Recycled Water Plans
Sets of Street Light Plans with Photometric Diagram

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT

DEVELOPMENT ENGINEERING DIVISION

ITEMS REQUIRED FOR FIRST PLAN CHECK SUBMITTAL
TRACT NO. 16420-3
PROJECT ENGINEER: Natalie Avila
DATE: 2/9/2021
Set of Street Light Plans - Delta Revisions with updated Photometric Diagram and Voltage Drop Pine Avenue - Relocation
2 Copies of Voltage Drop Calculations (Signed and Sealed by a Registered Engineer) Sets of Signing and Striping Plans
2 Sets of Signing and Striping Plans - Delta Revisions
SP-0821 East Preserve Loop @ Market St
1 Set of Traffic Signal Interconnect and Communication System Plans 2 Sets of Traffic Signal Plans
2 Water Quality Management Plan
2 Water Quality Management Plan - Offsite for Master DA-B&F for Mill Creek Wetlands (per separate submittal - digital copy for reference)
3 Construction Management Plan *
2 Temporary Traffic Control & Phasing Plan - Pine Avenue * • 2 Pedestrian Accessibility Route Plan
* May be submitted under separate cover preceding first submittal for this project.

EXHIBIT C

PUBLIC IMPROVEMENTS
[ATTACHED]
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The Preserve - Town Center EXHIBIT C - PUBLIC IMPROVEMENTS Tract 16420-3
Engineer's
DIF Dollar Amount Estimated Costs for
DIF Project No. Project Title Description (Per Master Facilities Applicable Notes Plan) component of DIF
Line Item
TR-117 Main Street Main Street - Kimball/South East-West Preserve Loop $ 6,581,250 2,905,278 Main Street Improvements between Pine and Market TR-122 Pine-Euclid to Hellman Construct Pine Ave from Euclid to Hellman. 11,259,000 $ Pine Ave. improvements (excluding north R/W) including Streetscape in median and south right of way. Public
improvements included under Agreement No. 2022-029.

TR-123 Intersection - Pine Street / Construct the intersection of Pine and Main Street 3.233,585 | $ Public improvements included under Agreement No. 2022- Main Street 029.

TR-139 Intersection - Pine/LoopRoad Traffic signal improvements at the intersection of Pine & 296,112 $ Public improvements included under Agreement No. 2022- East East Preserve Loop 029.

TR-140 Traffic Signal - Pine Traffic signal improvements at the intersection of Pine 296,112 $ Public improvements included under Agreement No. 2022- Ave./Main Street Avenue and Main Street 029.

TR-162 Gateway Monuments Construct gateway monuments per the Preserve SP 5,468,496 $ 900,000 Gateway monuments along Main Street TR-171 Main Street Construct Main Street as a two lane collector. $ 782,246 $ Costs noted in TR-117 TR-173 Traffic Signal - Pine/Loop Traffic Signal improvements at the intersection of 265,168 $ Public improvements included under Agreement No. 2022- Road West Pine/West Preserve Loop 029.

TR-179 East Preserve Loop (South Construct the southerly portion of East Preserve Loop 1,320,000 $ 750,000 Intersection revisions reflected in TR-122. 750,000 for East Halt) - Legacy Park/Main from Legacy Park St. to Main Street Preserve Loop Streetscape Subtotal Streets: $ 29,501,969 $ 4,555,278
SD-105 Storm Drain Line "F' Install Storm Drain Line "F" 3,200,000 $ 5,937,004 Storm Drain Line "F" per City-approved plans Subtotal Storm Drainage Collection: 3,200,000 $ 5,937,004 WT -108 8" Transmission/Distr. Potable and Recycled Water 17,000,000 S 2,707,887 Domestic and Recycled Waterlines within Main Street, East Potable and Recycled Preserve Loop and Market
WT-109 12" Transmission/Distr. Potable and Recycled Water 7,100,000 $ Total Cost included in WT-108 Potable and Recycled
Subtotal Water: $ 24,100,000 $ 2,707,887
SW-130 Market Street - Main/East Construction sewer pipe along Market Street from Main 190,098 $ Costs noted in WT-108 Preserve Loop (Reach #39 Street and East Preserve Loop
Subtotal Sewer: $ 190,098 $
PA-4 Community Core Commons The construction of a promenade with hardscaped and $ 7613,098 S 1,636,038 Includes landscape, irrigation, paving, planters, tree grates, landscaped features. Project administration consisting fencing, bollards, clocks and other amenities. Includes of engineering, project management, staking surveying major Arch entrance monuments spanning Main Street. soils, materials testing and inspection at 15% of the
construction costs
Subtotal Misc. Residential Amenities: $ 7,613,098 1,636,038 ESTIMATED TOTAL $ 64,605,165 $ 14,836,207
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EXHIBIT D
ADDENDUM NO. 1
(Assignment of Credit)
* Contract No.:
* Assignor: Chino Preserve Development Corporation
Project Name: Tract Map No 16420-3
* DIF Credit and Reimbursement Summary:

Actual Costs Credits Applied Balance
Circulation DIF $
Water DIF $
Sewer DIF $
Storm Drain DIF $
Balance Credits Assigned Balance Forward
Assigned Credit Circulation DIF
Assigned Credit Water DIF
Assigned Credit Sewer DIF
Assigned Credit Storm Drain DIF
Chino Preserve Development Corporation is hereby transferring DIF Credit in the amount of $<> to:
* Assignee:
* Credit Transfer Amount: $
• Remaining Credit: $
"Any transfer or assignment of credits or reimbursement rights acknowledged in this Addendum shall be made in accordance with City procedures, on a form approved by and acknowledged by the City. All parties to this Addendum agree that City will have no obligation to recognize or honor an assignment or transfer that does not comply with the terms of this Addendum." [SIGNATURES ON FOLLOWING PAGE]
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ASSIGNEE: CHINO PRESERVE DEVELOPMENT
CORPORATION:

Signature, Title Signature, Title
Date: Date:

CITY OF CHINO ACKNOWLEDGEMENT:

Signature, Title
Date:

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