Contract Nos.:
Approved:
SEWER DIF CREDIT RECONCILIATION THROUGH MAY 31, 2025 FOR THE FOLLOWING AGREEMENTS:
1. CONTRACT NO 2019-220 REIMBURSEMENT AGREEMENT FOR SEWER LIFT STATION/FORCE MAIN AND GRAVITY LINE;
2. CONTRACT NO. 2023-133 CONSTRUCTION CREDIT AND REIMBURSEMENT AGREEMENT THE PRESERVE DEVELOPMENT IMPACT FEE PROGRAM (Sewer Main Improvements)
3. CONTRACT NO. 2022-163 (Town Center)
4. CONTRACT NO. 2023-249 (Block 9 Tract 16420-4)
5. CONTRACT NO. 2024-277 (Block 3A Tract 16420-5)
6. CONTRACT NO.2026-209 (Block 11 Tr 16420-6)
THIS SEWER DIF CREDIT RECONCILIATION (“Reconciliation”) is made and entered into this 1st day of September, 2026 (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 Sewer DIF Agreements (defined below).
RECITALS
WHEREAS, City and Developer entered into: (i) that certain REIMBURSEMENT AGREEMENT FOR SEWER LIFT STATION/FORCE MAIN (Project SW SW-143) AND GRAVITY LINE (Project SW- 103) on January 15, 2019, as amended by that certain First Amendment thereto dated June 2, 2020 (collectively the “2019-220 Sewer DIF Agreement”) and (ii) that certain CONSTRUCTION CREDIT AND
REIMBURSEMENT AGREEMENT THE PRESERVE DEVELOPMENT IMPACT FEE PROGRAM (Sewer Main Improvements) dated September 20, 2022 (the “ 2023-133 Sewer DIF Agreement”) (collectively the “2019/2023 Sewer 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 as the: (1) Sewer Lift Station/Force Main Project (SW-143) and Gravity Line (SW-103) in Exhibit 1 of the 2019-220 Sewer DIF Agreement and (2) the “Additional Improvements” in Exhibit 1 of the 2023-133 Sewer DIF Agreement. For the purposes of this Reconciliation all of those sewer improvements described in the Sewer DIF Agreements are collectively referred to as the “2019/2023 Sewer DIF Improvements”. All of the 2019/2023 Sewer DIF Improvements have been completed and accepted by the City for which Sewer DIF Credits in the total amount of $25,329,329.00 were provided to Developer under the Sewer 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 sewer 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 Sewer DIF Agreements”):
CONTRACT NO. 2022-163 (Town Center)
CONTRACT NO. 2023-249 (Block 9 Tract 16420-4)
CONTRACT NO. 2024-277 (Block 3A Tract 16420-5)
CONTRACT NO. 2026-209 (Block 11 Tr 16420-6)
WHEREAS, the sewer improvements required under the Additional Sewer DIF Agreements (the “Additional Sewer DIF Improvements”) have not yet been completed and accepted by the City for which Sewer DIF Credits in the total amount of the costs for those Additional Sewer DIF Improvements approved by the City will be provided to Developer under the Additional Sewer DIF Agreements; the total current estimated costs of those Additional Sewer DIF Improvements is $ 703,137 which is identified in Exhibit 2 attached hereto.
WHEREAS, pursuant to Section 4 of the 2023-133 Sewer DIF Agreement, City and Developer met for the purpose of ascertaining the total amount Credits to the Sewer DIFs that have been issued by City to the Developer after the Effective Dates of the Sewer DIF Agreements and the Additional Sewer DIF Agreements for Developer's Properties, the amount of any cash reimbursements made to Developer, and the remaining amount of the Sewer DIFs held by the City though and including May 31, 2025.
RECONCILIATION
NOW, THEREFORE, the Parties agree as follows:
1. (a) Sewer DIF Credit and Reimbursement Reconciliation. As identified in Exhibit 1 of this Reconciliation, the total Sewer DIF Credits provided to Developer under the 2019-220 and 2023-133 Contracts was $25,329,329.00 and $6,092,768.12 of those Sewer DIF Credits have been used for all of those Developer Properties listed on Exhibit 3 attached hereto, including $981,804.57 of Sewer DIF Credits used for projects covered by the Additional Sewer DIF Agreements. No DIF Credits will be awarded under the Additional Sewer DIF Agreements until the Additional Sewer DIF Improvements required by the Additional Sewer DIF Agreements are completed and accepted by the City. The Remaining Sewer DIF Credit and Reimbursement Amount through May 31, 2025 is 15,367,074.88 as identified in Exhibit 1 (the “Remaining Credit Balance”). The Remaining Credit Balance does not include the Sewer DIF Credits to be awarded under the Additional Sewer DIF Agreements, estimated to be $703,137, as set forth in Exhibit 2 attached.
(b) Updated DIF Credit Addendum. Exhibit 3 of the 2019/2023 Sewer DIF Agreements Agreement is hereby deleted and replaced with Exhibit 4 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 2019/2023 Sewer DIF Agreements or the Additional Sewer 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 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]
EXHIBIT 1
Sewer DIF Credit Summary
Contracts 2019-022 & 2023-133
Contracts 2022-163; 2023-249; 2024-277; 2026-209
Contract 2019-022 DIF Construction Credits $ 12,162,432.00
Contract 2023-133 DIF Construction Credits $ 13,166,897.00 Contracts 2022-163, 2023-249, 2024-277, 2026-209 $ 0.00 1
Total DIF Construction Credits $ 25,329,329.00 $ 25,329,329.00
DIF Credits used to 5/31/25 $ (6,092,768.12)2 Cash Reimbursements $ (3,557,486.00) Cash Reimbursements 2012-13 $ (312,000.00)
Subtotal Credits Used & Cash Received to 5/31/25 $ 9,962,254.12 $(9,962,254.12)
Balance of Sewer DIF Credits Under Contracts 2019-
022 & 2023-133 $15,367,074.88
1 No DIF Credits will be awarded yet under Contracts 2022-163; 2023-249; 2024-277; 2026-209 until the Sewer DIF Improvements required by those Contracts are completed and accepted by the City 2 $6,092,768.12 incudes $981,804.57 Sewer DIF Credits used from Contracts 2019-022/2023-133 for those projects covered by Contracts 2022-163; 2023-249; 2024-277; 2026-209—see Exhibit 2.
EXHIBIT 2
Sewer DIF Credit Summary
Contracts 2022-163; 2023-249; 2024-277; 2026-209
Note: All $981,804.57 Sewer DIF Credits used for these projects are Sewer DIF Credits from Contracts 2019-022 & 2023-133.
No DIF Credits will be provided under Contracts 2022-163; 2023-249; 2024-277; 2026-209 until the Sewer DIF Improvements required by those Contracts are completed and accepted by the City.
EXHIBIT 3
List of Preserve Projects Where Sewer DIFs Used Through May 31, 2025
Preserve Sewer DIF Credits Used as of 05/31/2025 Contracts 2019-220 & 2023-133Tract Builder Project Adj Density Total units Total Amount16420.1 LMC HCP Maintenance Bldg SqFt - (891.52) HCP Pool Bldg SqFt - (380.80) HCP Rec Center Bldg SqFt - (5,105.08) Homecoming- Ph 1 HDR 152 (70,680.00) Homecoming- Ph 2 HDR 189 (87,885.00) Homecoming- Ph 3 HDR 458 (212,970.00) 16519 John Laing Secret Garden MDR 84 (59,304.00) 16520 Lennar Garden Glen I LDR 51 (42,387.00) 16521 K. Hovnanian Ten Bloom Road MDR 69 (47,564.00) 16522 Centex Canterburry Grove I LDR 48 (39,955.00) 16523 Shea Iris LDR 61 (49,879.00) 17148 Standard Pacific Hidden Hollow MDR 81 (62,504.00) 17149 Standard Pacific Shady Lane MDR 60 (46,140.00) 17150 Shea Enchanted Forest LDR 55 (47,960.00) 17266 Pardee Candlewood LDR 64 (59,123.00) 17357 KB Evergreen MDR 58 (41,186.00) 17390 Brookfield Mulberry - Casita MDR 126 (92,936.00) 17514 Centex Citrus Commons HDR 118 (70,682.00) 17515 Centex Agave MDR 104 (73,876.00) 17571 Western National Affordable Apartments HDR 250 (162,750.00) 17574 Cal Atlantic Amelia (stark) MDR 110 (93,280.00) 17610 Centex Canterburry Grove II LDR 48 (41,856.00) 17611 KB Cantana MDR 21 (15,813.00) 17612 KB Ariatta MDR 42 (31,626.00) 17613 Lennar Garden Glen II LDR 51 (44,472.00) 17616 Shea Tetherwind MDR 162 (119,718.00) 17635 Woodside Homes Palisades LDR 79 (76,527.00) 18479 Richmond American Harvest Lot 10 & 12 - Pineberry LDR 68 (95,673.00) 18693 KB Lynbrook MDR 114 (85,842.00) 18778 K. Hovnanian Sonata MDR 65 (48,945.00) 18890 William Lyon Laurel Lane (Deboer) MDR 70 (58,724.00) 19749 7 Eleven Mill Creek - Gas Station SqFt - (2,754.40) Boos Development Mill Creek - Jiffy Lube SqFt - (3,573.68) DL Pine Mill Creek - Car Wash SqFt - (4,502.08) 19935 Richmond American Harvest Lot 11 - Vineyard LDR 73 (101,841.00) Harvest North Rec Ctr SqFt - (513.74) Harvest South Rec Ctr SqFt - (586.25) 19936 Woodside Homes Harvest Lot 4 - Sunrise Harvest LDR 56 (55,104.00) 19946 Lennar Harvest Lot 1 - Olive Grove MDR 30 (25,440.00) 19947 Richmond American Harvest Lot 2 - Heirloom MDR 42 (35,616.00) 19948 Lennar Harvest Lot 3 - Olive Grove MDR 27 (22,896.00) 19949 Lennar Harvest Lot 5 - Autumn Field MDR 82 (69,536.00) 19950 Richmond American Harvest Lot 6 - Heirloom MDR 62 (52,576.00) 19951 Lennar Harvest Lots 7 & 9 - Summerfield MDRD 93 (118,017.00) 19952 Lennar Harvest Lot 8 - Olive Grove II MDRD 57 (72,333.00) 19953 Richmond American Harvest Lot 10 & 12 - Pineberry LDR 10 (13,398.00) 19980 LMC Homecoming- Ph 4 HDR 454 (237,896.00) 20102 TriPointe Lot 14/15 - Hazel HDR20 133 (138,194.00) 20102.1 TriPointe Lot 14/15 - Ivy HDR20 113 (118,969.00) Lot 14/15 - Ivy II AG Buffer HDR20 21 (23,163.00) 20165 Century PA 5 Greenway LDR 79 (114,234.00) 20166 KB Home PA 4 Driftstone LDR 69 (99,774.00) 20167 Lennar Voyage PA1 LDR 60 (88,972.00) 20168 Richmond American Parklin PA2&3 LDR 68 (104,964.00) 20170 Richmond American PA-3 Liberty - Gardenside MDRD 80 (115,680.00) 20171 TriPointe PA-2/8/9 Bungalow - Delia MDRA 123 (135,669.00) 20172 Pulte PA-4 - Monarch MDRD 76 (109,896.00) 20173 Beazer PA-6/7 Zinnia MDRA 143 (399,399.00) 20231 Lennar Lot 11 - Morning Sun HDR20 106 (116,918.00) 20232 William Lyon Lot 11 - Verbena HDR20 70 (77,210.00) 20248 Lennar Voyage PA6&7 LDR 56 (204,848.00) 20249 Richmond American Parklin PA8&9 LDR 56 (204,848.00) 20270 Richmond American PA-5 Liberty - Gardenside MDRD 36 (52,056.00) 20326 LMC Homecoming- Ph 5 HDR20 184 (202,952.00) Totals 5,317 (5,110,963.55) (5,110,963.55)
Sewer Credits for Other Contracts not in Total above
1 .#2022-163 Town Center
16420.3 LMC Town Center - Chipotle SqFt - (6,219.46)
Town Center - Panera SqFt - (9,121.71)
Town Center - Retail 2 SqFt - (16,105.00)
Town Center - Retail 3A SqFt - (7,009.00)
Town Center - Retail 3B SqFt - (8,542.00)
Town Center - Retail 4 SqFt - (7,610.00)
Town Center - Retail 5 SqFt - (8,500.00)
Town Center - Retail 6 SqFt - (12,891.00)
Town Center - Retail 7 SqFt - (3,600.00)
Town Center - Retail 8 SqFt - (3,600.00)
Town Center - Stater Bros SqFt - (46,109.00)
#2022-163 Credits Used (129,307.17) (129,307.17)
2. #2023-249 Tr 16420-4 Block 9
Tr 20380
20380 LMC Independence Preserve HDR20 2 0 8 (580,944.00) Independence Preserve - Office SqFt - (3,889.28)
Independence Preserve - Pool SqFt - (749.30)
#2023-249 Credits Used (585,582.58) (585,582.58)
3. #2024-277 Block 3A Tr 16420-5
20446 TruMark Block 3A 55x100 LDR 3 1 (113,398.00)
20446.1 Century Block 3A 50x100 LDR 3 8 (139,004.00)
#2024-277 Credits Used (252,402.00) (252,402.00)
4. #2026-209 Block 11 Tr 16420-6
16420.6 LMC Club on Main - A3 Hall SqFt - (5,279.32)
Club on Main - B-Office SqFt - (9,233.50)
#2025- Credits Used (14,512.82) (14,512.82)
Units CreditsTotal Credits Used all Contracts to 5/31/25 5,594 (6,092,768.12)
EXHIBIT 4
DIF CREDIT ADDENDUM ADDENDUM NO. 1 (Assignment of Credit)
❖ DIF Credit and Reimbursement Summary:
Total Credit Amount Credits and Reimbursements Applied Balance Circulation DIF $25,329,329.00 ($9,962,254.12) $15,367,074.88
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."