Contract No.:
Approved:
CIRCULATION DIF CREDIT RECONCILIATION THROUGH MAY 31, 2025 FOR THE FOLLOWING AGREEMENTS:
CONTRACT NO 2025-167
CONTRACT NO. 2022-029 Tr 18480 (Harvest (for Pine)
CONTRACT NO. 2022-163 Tr 16420-3 (Commercial Town Center) CONTRACT NO. 2022-163 Tr 16420-3 (Homecoming Phase 5)
CONTRACT NO. 2023-249 Tr 16420-4 (Block 9 – Independence) CONTRACT NO. 2024-277 Tr 16420-5 (Block 3A)
CONTRACT NO. Tr 16420-6 (Club in Main Block 11)
AND
FIRST AMENDMENT TO CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT FOR THE PRESERVE CIRCULATION (STREETS, SIGNALS AND BRIDGES) DEVELOPMENT IMPACT FEE PROGRAM (Circulation Projects 2004-2025)
THIS CIRCULATION DIF CREDIT RECONCILIATION (“Reconciliation”) and FIRST AMENDMENT TO CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT FOR THE PRESERVE CIRCULATION (STREETS, SIGNALS AND BRIDGES) DEVELOPMENT IMPACT FEE PROGRAM (“Amendment No. 1”) is made and entered into this ___ day of ______________, 20__ (“Reconciliation Date”), by and between the CITY OF CHINO, a California municipal corporation (“City”) and CHINO DEVELOPMENT CORPORATION, a California corporation and CHINO PRESERVE DEVELOPMENT CORPORATION, a California Corporation (collectively, “Developer”). City and Developer are sometimes hereinafter referred to individually as "Party" and jointly as "Parties". All capitalized terms used and not defined herein, shall have that definition ascribed to it in the Contract 2025-167 (defined below).
RECITALS
WHEREAS, City and Developer entered into that certain Contract No. 2025-167 entitled “Construction Credit and Reimbursement Agreement for the Preserve Circulation (Streets, Signals and Bridges) Development Impact Fee Program (Circulation Projects 2004-2019)” on November 19, 2024 (the “Contract 2025-167”) whereby the City agreed to reimburse Developer for the design and construction of various Circulation Facilities from The Preserve Circulation DIF funds.
WHEREAS, Developer has completed the design and construction of additional circulation facilities under Contract 2025-167 as described in Section 1(a) below as the “Additional Tracts 19994/18480 Circulation Facilities”. For the purposes of this Reconciliation, all of those circulation improvements described in Contract 2025-167 and the Additional Tracts 19994/18480 Circulation Facilities are collectively referred to as the “Contract 2025-167 Circulation DIF Improvements”. All of the Contract 2025-167 Circulation DIF Improvements have been completed and accepted by the City for which Circulation DIF Credits in the total amount of $38,076,155.62 were provided to Developer under Contract 2025-167 as identified in Exhibit B attached hereto.
WHEREAS, City and Developer subsequently entered into the following additional contracts for the design and construction of additional circulation improvements required within The Preserve Specific Plan by the Preserve Development Agreement No. 2004-073 for the Developer Properties covered by these additional contracts (the “Additional Circulation DIF Agreements”):
CONTRACT NO. 2022-029 Tr 18480 (Harvest (for Pine)
CONTRACT NO. 2022-163 Tr 16420-3 (Commercial Town Center) CONTRACT NO. 2022-163 Tr 16420-3 (Homecoming Phase 5)
CONTRACT NO. 2023-249 Tr 16420-4 (Block 9 – Independence) CONTRACT NO. 2024-277 Tr 16420-5 (Block 3A)
CONTRACT NO. Tr 16420-6 (Club in Main Block 11)
WHEREAS, all of the circulation improvements required under the Additional Circulation DIF Agreements (the “Additional Circulation DIF Improvements”) have been completed and accepted by the City for which Circulation DIF Credits in the total amount of $10,720,544.70 were provided to Developer as identified in Exhibit B attached hereto.
WHEREAS, pursuant to Section 4 of the Contract 2025-167, City and Developer met for the purpose of ascertaining Credits to the Circulation DIFs issued by City to the Developer after the Effective Dates of the Contract 2025-167 and the Additional Circulation DIF Agreements for Developer's Properties, the amount of any cash reimbursements made to Developer, and remaining amount of the Circulation DIFs held by the City through and including May 31, 2025.
TERMS
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT AND RECONCILIATION.
Amendment to Contract 2025-167/Additional Tracts 19994/18480 Circulation Facilities. Between the Effective Date and May 31, 2025, DEVELOPER has completed all work required in connection with the design and construction of certain additional Circulation Facilities in Tract 19994 and Tract 18480 of Developer’s Properties (collectively the “Additional Tracts 19994/18480 Circulation Facilities”) at the following additional DIF Costs: Tract 18840 $67,970.29 ; Tract 19994 $2,876,656.96 . Exhibit A to the Contract 2025-167 is amended by adding page “A-4” attached hereto, which identifies the Additional Tracts 19994/18480 Circulation Facilities and the Circulation DIF Credit amounts for those Circulation Facilities. The Summary of Improvements in the Contract 2025-167 is amended to include the Additional Tracts 19994/18480 Circulation Facilities and Section 2.1 of the Contract 2025-167 is amended to increase the Total DIF Cost of the Project from $35,131,528.37 to $ 38,076,155.62.
Circulation DIF Credit and Reimbursement Reconciliation. Exhibit B of the Contract 2025-167 is hereby deleted in its entirety and replaced with an updated Exhibit B attached hereto which shall constitute a revision to and update of the Circulation DIF Credit and Reimbursement Reconciliation and the Circulation DIF Credit and Reimbursement Amount in the Contract 2025-167 from the Effective Date of the Contract 2025-167 though and including May 31, 2025. Section 2.2 of the Contract 2025-167 is amended to increase the Circulation DIFs from $28,208,553.49 to $28,527,475.23 and Section 2.3 is amended to reduce the Remaining Circulation DIF Credit and Reimbursement Amount from $6,922,974.88 to $5,548,680.39 (the “Remaining Credit Balance”) all as set forth in Exhibit B attached. The Remaining Credit Balance does not include the Remaining Tract 20161 Circulation DIF Credits set forth in Section 2 below.
Updated DIF Credit Addendum. Exhibit C of the Contract 2025-167 is hereby deleted and replaced with an updated Exhibit C attached hereto.
COVENANT AGREEMENT RECONCILIATION. City and Developer are also parties to: (1) that certain Covenant Agreement for Prepayment of Development Impact Fees for Tract 20161 dated July 21, 2020 (the “Tract 20161 Covenant Agreement”), and (2) that certain Covenant Agreement for Prepayment of Development Impact Fees Credits for approved the Developer's application for PL 18-0012 (Master Site Approval) and PLI 8-0013, -0014, -0015, -0016, -0017, -0097 and -0098 (Tentative Tract Map Nos. 20164,20165, 20166, 20167, 20168, 20248 and 20249) dated July 21, 2020 (the “Block 4 Covenant Agreement”) (together the “Covenant Agreements”). Capitalized terms used in this Section 2 are as defined in the Covenant Agreements. Developer has pre-paid Cash Amounts for the Circulation DIF for all of the dwelling units required by the Covenant Agreements. The Parties agree that there are no Cash Amounts for Circulation DIF remaining under the Block 4 Covenant Agreement and that there is only $169,977.90 of Cash Amounts for Circulation DIF remaining under the Tract 20161 Covenant Agreement (“Remaining Tract 20161 Circulation Cash Amount”) from the Covenant Agreement as referenced in Exhibit B. The CITY hereby agrees to apply the Remaining Tract 20161 Circulation Cash Amounts for Circulation DIF for the remaining 32 units in Tract 20161.
WARRANTY RE ABSENCE OF DEFAULTS. Developer represents and warrants to City that, as of the Reconciliation Date, Developer is not in default of any material term of Contract 2025-167 or the Additional Circulation DIF Agreements (collectively the “Agreements”), and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreements by Developer.
CONTINUING EFFECT OF AGREEMENT. Except as amended by this Amendment, all provisions of the Contract 2025-167 shall remain unchanged and in full force and effect.
COUNTERPARTS. This Reconciliation and Amendment may be executed in multiple identical counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed as of the day and year first above written.
DEVELOPER
CITY
CHINO DEVELOPMENT CORPORATION, a California corporation CITY OF CHINO, a municipal corporation
_________________________________
Bryan Goodman
Its: ____________________
_________________________________
Linda Reich
City Manager
CHINO PRESERVE DEVELOPMENT CORPORATION, a California corporation ATTEST:
_________________________________
Bryan Goodman
Its: ____________________
_________________________________
Natalie Gonzaga
City Clerk
APPROVED AS TO CONTENT:
_________________________________
Hye Jin Lee
Director of Public Works
APPROVED AS TO FORM:
_________________________________
Fred Galante
City Attorney
WBF:aa Z:\Legal\PROJECT DEV - CALIFORNIA\Chino - The Preserve G2182\DIF Fees\1DIF Agmt Amendments\Drafts\First Amendment Street DIF Cont Credit Reimbmt Agmt (11-25-25) v3.docx
EXHIBIT A
Page A-4
Additional Street Improvements Added to Contract #2025-167 Project -Tract #
Additional Costs
Tr. 18840
$ 67,970.29
Tr. 19994
$ 2,876,656.96
Total Additional Streets Costs
to be added to Contract 2025-167
$ 2,944,627.25
EXHIBIT B
Transportation DIF Credit Summary
Existing Contracts
Tract Map No.
Development
Allocated Credits
2022-029
18480
Harvest (for Pine)
$ 5,326,638.73
2022-163
16420-3
Commercial Town Center
$ 2,154,012.17
"
"
Homecoming Ph 5
$ 1,070,696.00
2023-249
16420-4
Block 9 - Independence
$ 1,340,967.46
2024-277
16420-5
Block 3A
$ 635,628.00
16420-6
Club on Main Block 11
$ 192,602.34
Subtotal
$ 10,720,544.70
Contract #2025-167 DIF Agreement (Projects Constructed from 2004-2019) $ 38,076,155.62
Total DIF Credits Issued to Developer (as of May 31, 2025) $ 48,796,700.32
Contract 2025-167 Validated Costs (Projects 2004-2019)
$ 38,076,155.62
Allocated DIF Credits Proposed DIF Agreement
$ (28,527,475.23)
Cash paid 12/2024
$ (4,000,000.00)
Remaining Credit Balance
$ 5,548,680.39
EXHIBIT C
DIF CREDIT ADDENDUM
ADDENDUM NO. 1
(Assignment of Credit)
DIF Credit and Reimbursement Summary:
Total Credit Amount
Credits Applied
Balance
Circulation DIF
$ 38,076,155.62
($32,527,475.23)
$5,548,680.39
Balance
Credits Assigned
Balance Forward
Assigned DIF Credit
$
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."