REIMBURSEMENT AGREEMENT
RE PROPOSED
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
(IMPROVEMENT AREA NO. 11)
THIS REIMBURSEMENT AGREEMENT RE PROPOSED IMPROVEMENT AREA NO. 11 OF COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO (the Agreement") dated as of March 1, 2024 is entered into by and between the City of Chino, unicipal corporation organized and existing under the laws and constitution of the State ( California (the "City"), and Chino Preserve Development Corp., a Delaware corporation (the "Developer").
RECITALS:
The Developer owns the land described in Exhibit A attached hereto the "Property") which is expected to be developed in to approximately 114 single family residential units, and the Developer desires to include the Property within proposed Improvement Area No. 11 ("Improvement Area No. 11") of Community Facilities District No. 2003-3 of the City of Chino (the "District") established by the City pursuant to the Mello-Roos Community Facilities Act of 1982 (Government Code Section 53311 et seq.) (the "Act").
The City and the Developer are desirous of entering into this Agreement in order to provide a mechanism by which the Developer may advance certain costs related to the cost of formation of the Improvement Area, and to provide that the District, if such Improvement Area is formed, will reimburse the Developer for the amounts advanced hereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
1. Recitals. Each of the above recitals is incorporated herein and is true and correct.
2. Potential Formation of the Improvement Area and Issuance of Bonds.
At the request of the Developer, the City will undertake to form the Improvement Area. The City will retain, at the Developer's expense, the necessary consultants to analyze the proposed formation of the Improvement Area and issuance of bonds, including an engineer, special tax consultant, financial advisor, bond counsel, market absorption consultant, appraiser and other consultants deemed necessary by the City. In addition, City staff time spent in connection with the formation of the Improvement Area and the issuance of bonds shall be at Developer's expense.
In order to begin the process of analyzing the potential formation of the Improvement Area, the Developer has provided to the City the deposit in the amount of $50,000.
From time to time, the Developer shall make additional advances to the City within 15 days following receipt from the City of a request for an additional advance to cover the costs of forming the Improvement Area and/or issuing bonds. In the event the Developer does not deliver the 4875-9298-8581v3/022141-0052
requested amount to the City within such 15-day period, the City will have no obligation to proceed with the analysis or bond issue unless and until such additional advance is received. The Developer shall have the right to notify the City at any time, in writing, of its intention to abandon the formation of the Improvement Area or the issuance of bonds. Upon receipt of such notice, the City shall instruct its consultants to cease work as soon as practicable. The Developer shall be responsible to pay all costs and expenses incurred by the City or any City consultant or advisor prior to the date on which the City's consultants are notified of the Developer's notice of abandonment.
Notwithstanding a decision of the Developer to abandon the formation of the Improvement Area or the issuance of bonds, the City may, in its sole discretion, elect to proceed with formation of the Improvement Area and/or the issuance of bonds on behalf of the Improvement Area with funds other than those of the Developer; provided, however, that, in executing this Agreement, the Developer shall not be deemed to have waived their right to object to the formation of the Improvement Area or the issuance of bonds.
(c) The City will provide to the Developer on request a summary of how the advances have been spent and the unexpended balance remaining. The amounts advanced by the Developer will be reimbursable to the Developer, without interest, from the proceeds of bonds issued by the District on behalf of the Improvement Area when and if the Improvement Area is formed. In the event that bonds are not issued to provide a source of reimbursement to the Developer, the City shall have no liability to the Developer to reimburse them for any of amounts previously advanced by the Developer and expended by the City in accordance with this Agreement.
3. Reimbursement Procedure. The City shall return any funds which have been advanced by the Developer which are not expended on the purposes set forth in Section 2 above.
Such returned funds shall be without interest.
Abandonment of Improvement Area Formation Process. The Developer understands that any formation of the Improvement Area shall be in the sole discretion of the City. No provision of this Agreement shall be construed as a promise, warranty or agreement by the City to form the Improvement Area, to annex the Property to any other district or improvement area of the City or to issue any bonds. The City shall have no liability to Developer for its decision not to form the Improvement Area or issue bonds on behalf of the Improvement Area by way of this Agreement.
Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless, jointly and severally, the City and each of its officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or arising out of any acts or omissions taken by the Developer or any of the Developer's officers, employees, contractors and agents with respect to the formation of the Improvement Area; provided, however, that the Developer shall not be required to indemnify, save harmless or defend any of the indemnified parties listed above if the action, damage, claim, loss, or expense is due to the gross negligence or willful misconduct of the indemnified parties.
Notices. Any notice to be provided pursuant to this Agreement shall be delivered to the following addresses:
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Developer: Chino Preserve Development Corp.
1156 North Mountain Avenue
P.O. Box 670
Upland, California
91785
Attention: Bryan Goodman
City: City of Chino
13220 Central Avenue
P.O. Box 667
Chino, CA 91710
Attention: Rob Burns, Director of Finance
Telephone: (909) 334-3341
Email: [email protected]
With a copy to: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attention: Bradley R. Neal, Esq.
Telephone: (949) 725-4164
Email: [email protected]
change of apesy oly chan pis aeres for delivery of notice by delivering witen notice of such prior witen conscience the Developer may not sis is interes in this seement without the Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest Entire Agreement. This Agreement contains the entire agreement between the partie vith respect to the matters provided for hereir
instrument signed by amparis This Agreement may be amended or modified only by written Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
govemed by an overine a co in Agent and ily staget calling herender shall be No Third Party Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City and the Developer, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first-above written.
CITY OF CHINO, a municipal corporation
By:
Name: Dr. Linda Reich
Its: City Manager
ATTESTED TO:
City Clerk
APPROVED AS TO FORM:
Rob Burns, Director of Finance
City of Chino
APPROVED AS TO CONTENT:
Stradling Yocca Carlson & Rauth
CHINO PRESERVE DEVELOPMENT
CORP, rate copration
Title: Executive Vice President
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EXHIBIT A
BOUNDARIES OF
PROPOSED
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
(IMPROVEMENT AREA NO. 11)
The boundaries of the territory which is proposed for inclusion in Improvement Area No. 11 of Community Facilities District No. 2003-3 of the City of Chino are depicted in the attached map.
A-1
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