Contract Nos.:
Approved:
STORM DRAIN DIF CREDIT RECONCILIATION THROUGH MAY 31, 2025 FOR THE FOLLOWING AGREEMENTS:
1. CONTRACT NO 2016-118 (Phase I - The Preserve)
2. CONTRACT NO. 2024-235 (Line F, Line B, & Line H)
3. CONTRACT NO. 2022-163 (Town Center Tract Map No. 16420-3)
4. CONTRACT NO. 2023-249 (Block 9 Independence Tract Map No. 16420-4)
5. CONTRACT NO. 2024-277 (Block 3A Tract Map No. 16420-4)
6. CONTRACT NO. 2026-209 (Block 11 Tract Map No. 16420) AND
FIRST AMENDMENT TO CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT FOR THE PRESERVE STORM DRAIN (CONTRACT NO. 2024-235)
THIS STORM DRAIN DIF CREDIT RECONCILIATION (“ Reconciliation”) and FIRST
AMENDMENT TO CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT FOR THE PRESERVE STORM DRAIN (CONTRACT NO.2024-235) (“Amendment”) is made and entered into this 16TH day of June, 2026 (“ 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 Agreement (defined below).
RECITALS
WHEREAS, City and Developer entered into: (i) that certain Contact No. 2016-118 on June 16, 2015 (the “2016-118 Storm Drain DIF Agreement ”) and (ii) that certain Contract No. 2024-235 dated April 2, 2024 (the “2024-235 Storm Drain DIF Agreement ”) (collectively the “2016/2024 Storm Drain DIF Agreements”) whereby the City agreed to reimburse Developer for the design and construction of various public sewer improvements required within The Preserve Specific Plan by the Preserve Development Agreement No. 2004-073 which improvements are described in the 2016/2024 Storm Drain DIF Agreements.
WHEREAS, Developer has completed additional work under 2024-235 Storm Drain DIF Agreement required in connection with the design and construction of the Line F Storm Drain (the “Line F Facilities”) as identified In Exhibit 1 attached hereto. For the purposes of this Reconciliation all of those storm drain improvements described in the 2016/2024 Storm Drain DIF Agreements and the Line F Facilities are collectively referred to as the “ 2016/2024 Storm Drain DIF Improvements ”. All of the 2016/2024 Storm Drain DIF Improvements have been completed and accepted by the City for which Storm Drain DIF Credits in the total amount of $34,488,736.97 were provided to Developer under the 2016/2024 Storm Drain DIF Agreements as identified in Exhibit 2 attached hereto.
WHEREAS, City and Developer subsequently entered into the following additional contracts for the design and construction of additional public storm drain 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 Storm Drain DIF Agreements”):
CONTRACT NO. 2022-163 (Town Center Tr 16420-3)
CONTRACT NO. 2023-249 (Block 9 Independence Tr 16420-4) CONTRACT NO. 2024-277 (Block 3A Tr 16420-4)
CONTRACT BLOCK 11 -TRACT 16420
WHEREAS, the storm drain improvements required under the Additional Storm Drain DIF Agreements (the “Additional Storm Drain DIF Improvements ”) have not yet been completed and accepted by the City (except for $2,870,322.68 of those Additional Storm Drain DIF Improvements under Contract No.2022-163 (Town Center Tr 16420-3)). Storm Drain DIF Credits in the total amount of the costs for those Additional Storm Drain DIF Improvements when approved by the City will be provided to Developer under the Additional Storm Drain DIF Agreements; the total current estimated costs of those Additional Storm Drain DIF Improvements is $9,042,001.00 which is identified in Exhibit 4 attached hereto of which $2,870,322.68 in actual costs from Contract No. 2022-163 have been submitted to the City as identified in Exhibit 2 attached hereto
WHEREAS, pursuant to Section 4 of the 2024-235 Storm Drain DIF Agreement, City and Developer met for the purpose of ascertaining the total amount Credits to the Storm Drain DIFs that have been issued by City to the Developer after the Effective Dates of the 2016/2024 Storm Drain DIF Agreements and the Additional Storm Drain DIF Agreements for Developer's Properties, the amount of any cash reimbursements made to Developer, and the remaining amount of the Storm Drain DIFs held by the City through and including May 31, 2025.
TERMS
NOW, THEREFORE, the Parties agree as follows:
1. AMENDMENT AND RECONCILIATION.
(a) Amendment to 2024-235 Storm Drain DIF Agreement/ Line F Facilities. Developer has completed additional work under the 2024-235 Storm Drain DIF Agreement required in connection with the design and construction of the Line F Storm Drain (the “Line F Facilities”) as identified InExhibit 1 attached hereto at the additional DIF Costs of $4,184,847.86. The 2024-235 Storm Drain DIF Agreement is amended to include the Line F Facilities and amended to increase the Total DIF Costs under the 2024-235 Storm Drain DIF Agreement of the Project from $6,485,122.11 to $10,669,969.97 as set forth in Exhibit 2 attached hereto. (b) Storm Drain DIF Credit and Reimbursement Reconciliation. As identified in Exhibit 2 of this Reconciliation, the total Storm Drain DIF Credits provided to Developer under the 2016/2024 Storm Drain DIF Agreements (including the Line F Facilities and the Additional Contract No. 2022-163 (Town Center Tr 16420-3) submitted costs) was $37,359,059.65 and $25,747,184.71 of those Storm Drain 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 Storm Drain DIF Agreements (except $2,870,322.68 of those Additional Storm Drain DIF Improvements under Additional Contract No. 2022-163 previously submitted to the City), until the Additional Storm Drain DIF Improvements required by the Additional Storm Drain DIF Agreements are completed and accepted by the City. Developer has received a total of $ $8,835,556.64 in cash reimbursements under the 2016/2024 Storm Drain DIF Agreements. The Current Storm Drain DIF Credit and Reimbursement Amount through May 31, 2025 is $ 2,776,318.30 as identified in Exhibit 2 (the “Current Credit Balance”). The Current Credit Balance does not include (i) the balance of the Storm Drain DIF Credits to be awarded under the Additional Storm Drain DIF Agreements, estimated to be $9,042,001 (less the $2,870,322.68 in DIF Credits already awarded under Additional Contract No. 2022-163), as set forth in Exhibit 4 attached or (ii) $55,816.80 in remaining pre-paid cash for the final 32 units in Tract 20161 as set forth in Section 1(c) below.
(c) 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 1 (c) are as defined in the Covenant Agreements. Developer has pre-paid Cash Amounts for the Storm Drain DIF for all of the dwelling units required by the Covenant Agreements. The Parties agree that there are no Cash Amounts for Storm Drain DIF remaining under the Block 4 Covenant Agreement and that there is only $55,816.80 of Cash Amounts for Storm Drain DIF remaining under the Tract 20161 Covenant Agreement (“Remaining Tract 20161 Storm Drain Cash Amount”). The City hereby agrees to apply the Remaining Tract 20161 Storm Drain Cash Amount for Storm Drain DIF for the remaining 32 units in Tract 20161.
(d) Updated DIF Credit Addendum. Exhibit 3 of the 2024-235 Storm Drain DIF Agreement is hereby deleted and replaced with the updated Exhibit 5 attached hereto.
2. 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 2016/2024 Storm Drain DIF Agreements or the Additional Storm Drain 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.
3. 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 Storm Drain Recociliation and Amendment\Drafts (11-20-.25) v1.docx
EXHIBIT 1
Additional Storm Drainage Improvements Contract #2024-235 Line F Storm Drain 4,184,847.86$
Total Additional Storm Drain Costs
to be added to Contract #2024-235 4,184,847.86$
EXHIBIT 2
Storm Drain DIF Credit Summary
CONTRACT NOS 2016-118, 2024-235, 2022-163 (Town Center Tr 16420-3), 2023-249 (Block 9 Independence Tr 16420-4), 2024-277 (Block 3A Tr 16420-4), BLOCK 11 -TRACT 16420 Summary of Storm Drainage DIF Construction Credits and Cash Reimbursements Thru 5/31/25 Contracts Total Chino Preserve SD DIF Credits
2016-118 23,818,767.00$ 23,818,767.00$
2016-118 A1 Ontario Regional Storm Drain (reimbursed by Ontario) 12,956,885.00$ -$ 36,775,652.00$ 23,818,767.00$ 23,818,767.00$
2024-235 6,485,122.11$ 6,485,122.11$
Additional Storm Drain DIF Improvements 4,184,847.86$ 4,184,847.86$ Subtotal Additional Storm Drain DIF Improvements 10,669,969.97$ 10,669,969.97$ Storm Drain DIF Construction Credits Approved 34,488,736.97$ 34,488,736.97$ Additional Contract 2022-162-DIF submitted costs (Exhibit 4) 2,870,322.68$ 2,870,322.68$ Total Storm Drain DIF Credits Awarded (thru 5/31/25) 37,359,059.65$ 37,359,059.65$ DIF Credits used to 5/31/25 (See Exhibit 3) ($25,747,184.71) ($25,747,184.71) Cash Reimbursements Received FY 2019-2023 ($8,835,556.64) ($8,835,556.64) Curent Balance of Storm Drain DIF Credits (as of 5/31/25) $2,776,318.30 $2,776,318.30 Additional Contracts Improvements Estimates (See Exh 4) 2023-249- Block 9 Tr 16420-4 1,106,149.00$
2024-277 Block 3A Tr 16420-5 547,869.00$
Block 11 -Tr 16420-6 1,450,979.00$
3,104,997.00$ 3,104,997.00$
Total Chino Storm Drain DIF Approved and Estimates 40,464,056.65$ 40,464,056.65$ (additional $3,104,997 in DIF Credits available when costs approved by City) Note: $2,776,318.30 does not include Tr 20161 Prepaid cash for last 32 units equal to $55,816.80 (See Exhibit 3)
EXHIBIT 3
List of Preserve Projects Where Storm Drain DIFs Used Through May 31, 2025 Tract Builder Project Density Total Units Total Amount
16420.1 LMC HCP Maintenance Bldg SqFt - (16,298.10)
HCP Pool Bldg SqFt - (6,961.50)
HCP Rec Center Bldg SqFt - (94,032.28)
Homecoming- Ph 1 HDR 152 (560,728.00)
Homecoming- Ph 2 HDR 189 (697,221.00)
Homecoming- Ph 3 HDR 458 (1,689,562.00)
16420.3 LMC Town Center - Chipotle SqFt - (9,618.76)
Town Center - Panera SqFt - (14,107.26)
Town Center - Retail 2 SqFt - (58,267.89)
Town Center - Retail 3A SqFt - (25,358.56)
Town Center - Retail 3B SqFt - (30,904.96)
Town Center - Retail 4 SqFt - (27,532.98)
Town Center - Retail 5 SqFt - (30,753.00)
Town Center - Retail 6 SqFt - (46,639.64)
Town Center - Retail 7 SqFt - (13,024.80)
Town Center - Retail 8 SqFt - (13,024.80)
Town Center - Stater Bros SqFt - (166,822.36)
16420.6 LMC Club on Main - A3 Hall SqFt - (8,097.94)
Club on Main - B-Office SqFt - (14,163.25)
16519 John Laing Secret Garden MDR 84 (361,101.00)
16520 Lennar Garden Glen I LDR 51 (331,782.00)
16521 K. Hovnanian Ten Bloom Road MDR 69 (289,616.00)
16522 Centex Canterburry Grove I LDR 48 (312,742.00)
16523 Shea Iris LDR 61 (390,408.00)
17148 Standard Pacific Hidden Hollow MDR 81 (380,746.00) 17149 Standard Pacific Shady Lane MDR 60 (281,060.00)
17150 Shea Enchanted Forest LDR 55 (375,320.00)
17266 Pardee Candlewood LDR 64 (462,593.00)
17357 KB Evergreen MDR 58 (250,788.00)
17390 Brookfield Mulberry - Casita MDR 126 (566,061.00) 17514 Centex Citrus Commons HDR 118 (422,558.00)
17515 Centex Agave MDR 104 (449,844.00)
17571 Western National Affordable Apartments HDR 250 (973,000.00) 17574 Cal Atlantic Amelia (stark) MDR 110 (548,240.00)
17610 Centex Canterburry Grove II LDR 48 (327,552.00)
17611 KB Cantana MDR 21 (92,967.00)
17612 KB Ariatta MDR 42 (185,934.00)
17613 Lennar Garden Glen II LDR 51 (348,024.00)
17616 Shea Tetherwind MDR 162 (729,162.00)
17635 Woodside Homes Palisades LDR 79 (587,209.00)
18479 Richmond American Harvest Lot 10 & 12 - Pineberry LDR 68 (534,992.00) 18693 KB Lynbrook MDR 114 (504,678.00)
18778 K. Hovnanian Sonata MDR 65 (287,755.00)
18890 William Lyon Laurel Lane (Deboer) MDR 70 (345,142.00) 19749 7 Eleven Mill Creek - Gas Station SqFt - (10,861.10) Boos Development Mill Creek - Jiffy Lube SqFt - (14,091.67) DL Pine Mill Creek - Car Wash SqFt - (17,752.52)
19935 Richmond American Harvest Lot 11 - Vineyard LDR 73 (572,743.00) Harvest North Rec Ctr SqFt - (9,640.18)
Harvest South Rec Ctr SqFt - (11,038.25)
19936 Woodside Homes Harvest Lot 4 - Sunrise Harvest LDR 56 (422,912.00) 19946 Lennar Harvest Lot 1 - Olive Grove MDR 30 (149,520.00) 19947 Richmond American Harvest Lot 2 - Heirloom MDR 42 (209,328.00) 19948 Lennar Harvest Lot 3 - Olive Grove MDR 27 (134,568.00) 19949 Lennar Harvest Lot 5 - Autumn Field MDR 82 (408,688.00) 19950 Richmond American Harvest Lot 6 - Heirloom MDR 62 (309,008.00) 19951 Lennar Harvest Lots 7 & 9 - Summerfield MDRD 93 (403,248.00) 19952 Lennar Harvest Lot 8 - Olive Grove II MDRD 57 (247,152.00) 19953 Richmond American Harvest Lot 10 & 12 - Pineberry LDR 10 (77,446.00) 19980 LMC Homecoming- Ph 4 HDR 454 (1,885,916.00)
20102 TriPointe Lot 14/15 - Hazel HDR20 133 (525,259.00) 20102.1 TriPointe Lot 14/15 - Ivy HDR20 113 (448,163.00) Lot 14/15 - Ivy II AG Buffer HDR20 21 (84,567.00)
20165 Century PA 5 Greenway LDR 79 (376,308.60)
20166 KB Home PA 4 Driftstone LDR 69 (328,674.60)
20167 Lennar Voyage PA1 LDR 60 (285,804.00)
20168 Richmond American Parklin PA2&3 LDR 68 (323,911.20) 20170 Richmond American PA-3 Liberty - Gardenside MDRD 80 (211,392.00) 20171 TriPointe PA-2/8/9 Bungalow - Delia MDRA 123 (307,967.40) 20172 Pulte PA-4 - Monarch MDRD 76 (200,822.40)
20173 Beazer PA-6/7 Zinnia MDRA 143 (358,043.40)
20231 Lennar Lot 11 - Morning Sun HDR20 106 (426,862.00) 20232 William Lyon Lot 11 - Verbena HDR20 70 (281,890.00) 20248 Lennar Voyage PA6&7 LDR 56 (266,750.40)
20249 Richmond American Parklin PA8&9 LDR 56 (266,750.40) 20270 Richmond American PA-5 Liberty - Gardenside MDRD 36 (95,126.40) 20326 LMC Homecoming- Ph 5 HDR20 184 (740,968.00)
20380 LMC Independence Preserve HDR20 208 (885,456.00)
Independence Preserve - Office SqFt - (5,965.76)
Independence Preserve - Pool SqFt - (1,149.35)
20446 TruMark Block 3A 55x100 LDR 31 (260,152.00)
20446.1 Century Block 3A 50x100 LDR 38 (318,896.00)
Totals 5,594 (25,747,184.71)
Total Thru 05/31/2025
Includes all Units and Commercial square footage to 5/31/25 some of the units and commercial are included in Contracts 2022-163, 2023-249, 2024-277 and Tr 16420-6
Note-Credits are reduced to account for cash prepayments Total Storm Drain DIF Credits used to 5/31/25 5,594 25,747,184.71 per Covenant Agreements for Tr 20161 & 20164 to 5/31/25 2,014,367.20$ Cash Storm Drain DIF Prepayments used to 5/31/25 2,014,367.20 Balance Remaining Covenant Agreement
Tr 20161 Prepaid Cash Storm Drain DIF for last 32 units 55,816.80$ Total Cash Storm Drain DIF Prepayments 2,070,184.00$
Total Credits & Cash Prepayments to 5/31/25 Total Storm Drain DIF Credits & Cash Prepayments to 5/31/25 27,761,551.91 EXHIBIT 4
Storm Drain DIF Credit Summary (Estimates)
Additional Storm Drain DIF Agreements
Storm Drain Additional DIF Contracts
Additional DIF Contacts DIF Estimated Storm Drain Costs Submitted-Actual Costs #2022-163 Town Center Tr 16420-3 5,937,004.00$ 2,870,322.68$ #2023-249- Block 9 Independence Tr 16420-4 1,106,149.00$ -$ #2024-277 Block 3A Tr 16420-4 547,869.00$ -$
Block 11 -Tr 16420 1,450,979.00$ -$
Total Estimated Sewer DIF Improvements
In Contracts 9,042,001.00$ 2,870,322.68$
These costs will be validated with construction
cost submittals when approved will generate
additional Storm Drain DIF credits
EXHIBIT 5
DIF CREDIT ADDENDUM
ADDENDUM NO. 1
(Assignment of Credit)
❖ DIF Credit and Reimbursement Summary:
Total Credit Amount Total Credits Applied/Cash
Reimbursement
Balance
Circulation DIF $ 37,359,059.65 ($34,582,741.35) $ 2,776,318.30 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."