Contract Nos.:
Approved:
WATER DIF CREDIT RECONCILIATION THROUGH MAY 31, 2025 FOR THE FOLLOWING AGREEMENTS:
CONTRACT NO 2024-236 (Projects Constructed 2004-2019 )
CONTRACT NO. 2022-029 (Pine Avenue – Stages 1-4)
CONTRACT NO. 2022-163 (Town Center Tract 16420-3)
CONTRACT NO. 2023-249 (Block 9 Independence Tract 16420-4) CONTRACT NO.2024-277 (Block 3A Tr 16420-4)
CONTRACT NO. 2026-209 (Block 11 Tract 16420)
THIS WATER DIF CREDIT RECONCILIATION (the “Reconciliation”) is made and entered into this ___ day of ______________, 20__ (the “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 Water DIF Agreements (defined below).
RECITALS
WHEREAS, City and Developer entered into that certain Contract No. 2024-236 (Projects Constructed 2004-2019) (the “2024-236 Water DIF Agreement”) whereby the City agreed to reimburse Developer for the design and construction of various public water improvements required within The Preserve Specific Plan by the Preserve Development Agreement No. 2004-073 which improvements are described in the 2024-236 Water DIF Agreement. For the purposes of this Reconciliation all of those water improvements described in the 2024-236 Water DIF Agreement are collectively referred to as the “2024-236 Water DIF Improvements”. All of the 2024-236 Water DIF Improvements have been completed and accepted by the City for which Water DIF Credits in the total amount of $28,753,683.02 were provided to Developer under the Water DIF Agreements as identified in Exhibit 1 attached hereto.
WHEREAS, City and Developer subsequently entered into the following additional contracts for the design and construction of additional public water 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 Water DIF Agreements”):
CONTRACT NO. 2022-029 (Pine Ave Stages 1-3,4)
CONTRACT NO. 2022-163 (Town Center Tract 16420-3)
CONTRACT NO. 2023-249 (Block 9 Independence Tract 16420-4) CONTRACT NO.2024-277 (Block 3A Tr 16420-4)
CONTRACT NO. 2026-209 (Block11 Tract 16420)
WHEREAS, the water improvements required under the Additional Water DIF Agreements (the “Additional Water DIF Improvements”) have not yet been completed and accepted by the City (except for $958,507.52 of those Additional Water DIF Improvements under Contract No. 2022-163 (Town Center Tract 16420-3)). Water DIF Credits in the total amount of the costs for those Additional Water DIF Improvements when approved by the City will be provided to Developer under the Additional Water DIF Agreements; the total current estimated costs of those Additional Water DIF Improvements is $5,713,543 which is identified in Exhibit 2 attached hereto of which $958,507.52 in actual costs from Contract No. 2022-163 have been submitted to the City as identified in Exhibit 1 and Exhibit 2 attached hereto.
WHEREAS, pursuant to Section 4 of the 2024-236 Water DIF Agreement, City and Developer met for the purpose of ascertaining the total amount Credits to the Water DIFs that have been issued by City to the Developer after the Effective Dates of the Water DIF Agreements and the Additional Water DIF Agreements for Developer's Properties, the amount of any cash reimbursements made to Developer, and the remaining amount of the Water DIFs held by the City through and including May 31, 2025.
RECONCILIATION
NOW, THEREFORE, the Parties agree as follows:
Water DIF Credit and Reimbursement Reconciliation. As identified in Exhibit 1 of this Reconciliation, the total Water DIF Credits provided to Developer under the 2024-236 Water DIF Agreement and under Contract No. 2022-163 (Town Center Tract 16420-3) was $29,712,190.54 and $29,331,909.27 of those Water DIF Credits have been used for all of those Developer Properties listed on Exhibit 3 attached hereto. No DIF Credits will be awarded under the Additional Water DIF Agreements (except $958,507.52 of those Additional Water DIF Improvements under Contract No. 2022-163 previously submitted to the City), until the Additional Water DIF Improvements required by the Additional Water DIF Agreements are completed and accepted by the City. The Remaining Water DIF Credit and Reimbursement Amount through May 31, 2025 is $380,281.27 as identified in Exhibit 1 (the “Remaining Credit Balance”). The Remaining Credit Balance does not include the balance of the Water DIF Credits to be awarded under the Additional Water DIF Agreements, estimated to be $5,713,543 (less the $958,507.52 in DIF Credits already awarded under Contract No. 2022-163), as set forth in Exhibit 2 attached.
Updated DIF Credit Addendum. Exhibit 3 of the 2024-236 Water DIF Agreement is hereby deleted and replaced with Exhibit 4 attached hereto.
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 the 2024-236 Water DIF Agreement or the Additional Water 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.
COUNTERPARTS. This Reconciliation 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 Reconciliation 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\Water\Water DIF Cont Credit Reimbmt Agmts Reconciliation (11-19-22) v2.docx EXHIBIT 1
Water DIF Credit Summary
Contract 2024-236
Contracts 2022-029, 2022-163, 2023-249, 2024-277,and Block 11 Tract 16420 Contract 2024-23 Water DIF Construction Credits
$ 28,753,683.02
Contract 2022-163 Water DIF Construction Credits[1]
$ 958,507.52
Contracts 2022-029, 2022-163, 2023-249, 2024-277, 2026-209 $ -
Total DIF Construction Credits
$ 29,712,190.54
DIF Credits used to 5/31/25
$(29,331,909.27)
Remaining Water DIF Credits Contracts 2024-23 & 2022-163 $ 380,281.27
[1] $958,507.52 of costs under Contract 2022-163 (Town Center Tract 16420-3 have been submitted to the City) EXHIBIT 2
Water DIF Credit Summary
Contracts 2022-029, 2022-163, 2023-249, 2024-277 and Block 11 Tract 16420 Additional DIF Contracts
DIF Est. Water Costs
Submitted-Actual Cost
2022-029 Pine Stages 1-4
$748,463
$958,507.52
2022-163 Town Center
$2,707,887
2023-249 Block 9 Independence
$1,123,700
2024-277 Block 3A
$425,331
2026-209 Block 11
$708,162
Total
$5,713,543
$958,507.52
Note: $958,507.52 of costs for Additional Water Improvements under Contract No. 2022-163 have been submitted to the City and Water DIF Credits in that amount have been included in Exhibit 1. All other Water DIF Credits from Contracts 2022-029, 2022-163, 2023-249, 2024-277,and Block 11 Tract 16420 will be available to Developer as the Water DIF Improvements required by those Contracts are completed and accepted by the City.
EXHIBIT 3
List of Preserve Projects Where Water DIFs Used Through May 31, 2025 Tract
Builder
Project
Density
Units
Total Amount
16420.1
LMC
HCP Maintenance Bldg
SF
-
$ (7,020.72)
HCP Pool Bldg
SF
-
$ (2,998.80)
HCP Rec Center Bldg
SF
-
$ (40,511.28)
Homecoming- Ph 1
HDR
152
$ (606,176.00)
Homecoming- Ph 2
HDR
189
$ (753,732.00)
Homecoming- Ph 3
HDR
458
$ (1,826,504.00)
16420.3
LMC
Town Center - Chipotle
SF
-
$ (14,654.76)
Town Center - Panera
SF
-
$ (21,493.26)
Town Center - Retail 2
SF
-
$ (68,800.56)
Town Center - Retail 3A
SF
-
$ (29,942.45)
Town Center - Retail 3B
SF
-
$ (36,491.42)
Town Center - Retail 4
SF
-
$ (32,509.92)
Town Center - Retail 5
SF
-
$ (36,312.00)
Town Center - Retail 6
SF
-
$ (55,070.35)
Town Center - Retail 7
SF
-
$ (15,379.20)
Town Center - Retail 8
SF
-
$ (15,379.20)
Town Center - Stater Bros
SF
-
$ (196,977.65)
16420.6
LMC
Club on Main - A3 Hall
SF
-
$ (12,437.72)
Club on Main - B-Office
SF
-
$ (21,753.50)
16519
John Laing
Secret Garden
MDR
84 $ (341,751.00)
16520
Lennar
Garden Glen I
LDR
51 $ (294,879.00)
16521
K. Hovnanian
Ten Bloom Road
MDR
69 $ (274,091.00)
16522
Centex
Canterburry Grove I
LDR
48 $ (277,957.00)
16523
Shea
Iris
LDR
61 $ (346,989.00)
17148
Standard Pac
Hidden Hollow
MDR
81 $ (360,355.00)
17149
Standard Pac
Shady Lane
MDR
60 $ (266,008.00)
17150
Shea
Enchanted Forest
LDR
55 $ (333,575.00)
17266
Pardee
Candlewood
LDR
64 $ (411,161.00)
17357
KB
Evergreen
MDR
58 $ (237,350.00)
17390
Brookfield
Mulberry - Casita
MDR
126
$ (535,745.00)
17514
Centex
Citrus Commons
HDR
118
$ (299,838.00)
17515
Centex
Agave
MDR
104
$ (425,740.00)
17571
Western Nat.
Affordable Apartments
HDR
250
$ (690,500.00)
17574
Cal Atlantic
Amelia (stark)
MDR
110
$ (543,840.00)
17610
Centex
Canterburry Grove II
LDR
48 $ (291,120.00)
17611
KB
Cantana
MDR
21 $ (92,211.00)
17612
KB
Ariatta
MDR
42 $ (184,422.00)
17613
Lennar
Garden Glen II
LDR
51 $ (309,315.00)
17616
Shea
Tetherwind
MDR
162
$ (690,120.00)
17635
Woodside
Palisades
LDR
79 $ (546,990.00)
18479
Richmond
Harvest Lot 10 & 12
LDR
68 $ (453,324.00)
18693
KB
Lynbrook
MDR
114
$ (500,574.00)
18778
K. Hovnanian
Sonata
MDR
65 $ (285,415.00)
18890
William Lyon
Laurel Lane (Deboer)
MDR
70 $ (342,367.00)
19749
7 Eleven
Mill Creek - Gas Station
SF
-
$ (12,989.50)
Boos Dev.
Mill Creek - Jiffy Lube
SF
-
$ (16,853.15)
DL Pine
Mill Creek - Car Wash
SF
-
$ (21,231.40)
19935
Richmond
Harvest Lot 11 - Vineyard
LDR
73 $ (485,736.00)
Harvest North Rec Ctr
SF
-
$ (4,155.25)
Harvest South Rec Ctr
SF
-
$ (4,757.00)
19936
Woodside
Harvest Lot 4
LDR
56 $ (393,960.00)
19946
Lennar
Harvest Lot 1
MDR
30 $ (148,320.00)
19947
Richmond
Harvest Lot 2
MDR
42 $ (207,648.00)
19948
Lennar
Harvest Lot 3
MDR
27 $ (133,488.00)
19949
Lennar
Harvest Lot 5
MDR
82 $ (405,408.00)
19950
Richmond
Harvest Lot 6 - Heirloom
MDR
62 $ (306,528.00)
19951
Lennar
Harvest Lots 7 & 9
MDRD
93 $ (606,360.00)
19952
Lennar
Harvest Lot 8
MDRD
57 $ (371,640.00)
19953
Richmond
Harvest Lot 10 & 12
LDR
10 $ (65,952.00)
19980
LMC
Homecoming- Ph 4
HDR
454
$ (2,038,460.00)
20102
TriPointe
Lot 14/15 - Hazel
HDR20
133
$ (749,217.00)
20102.1
TriPointe
Lot 14/15 - Ivy
HDR20
113
$ (638,397.00)
Lot 14/15 - Ivy II AG Buffer
HDR20
21 $ (119,889.00)
20165
Century
PA 5 Greenway
LDR
79 $ (529,932.00)
20166
KB Home
PA 4 Driftstone
LDR
69 $ (462,852.00)
20167
Lennar
Voyage PA1
LDR
60 $ (402,480.00)
20168
Richmond
Parklin PA2&3
LDR
68 $ (456,144.00)
20170
Richmond
PA-3 Liberty - Gardenside
MDRD
80 $ (536,640.00)
20171
TriPointe
PA-2/8/9 Bungalow - Delia
MDRA
123
$ (702,207.00)
20172
Pulte
PA-4 - Monarch
MDRD
76 $ (509,808.00)
20173
Beazer
PA-6/7 Zinnia
MDRA
143
$ (980,053.00)
20231
Lennar
Lot 11 - Morning Sun
HDR20
106
$ (605,154.00)
20232
William Lyon
Lot 11 - Verbena
HDR20
70 $ (399,630.00)
20248
Lennar
Voyage PA6&7
LDR
56 $ (375,648.00)
20249
Richmond
Parklin PA8&9
LDR
56 $ (375,648.00)
20270
Richmond
PA-5 Liberty - Gardenside
MDRD
36 $ (241,488.00)
20326
LMC
Homecoming- Ph 5
HDR20
184
$ (1,050,456.00)
20380
LMC
Independence
HDR20
208
$ (1,187,472.00)
Independence Office
SF
-
$ (9,162.88)
Independence Pool
SF
-
$ (1,765.30)
20446
TruMark
Block 3A 55x100
LDR
31 $ (289,602.00)
20446.1
Century
Block 3A 50x100
LDR
38 $ (354,996.00)
Totals
5,594
$ (29,331,909.27)
EXHIBIT 4
DIF CREDIT ADDENDUM
ADDENDUM NO. 1
(Assignment of Credit)
DIF Credit and Reimbursement Summary:
Total Credit Amount
Credits and Reimbursements Applied
Balance
$ 29,712,190.54
($29,331,909.27)
$380,281.27
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."