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TREH Partners I, LLC A02-35CITY-OFF-&NINO-Ill LLS 2001 GRAND AVENUE CHINO HILLS, CALIFORNIA 91709-4869 (909) 364-2600 • (909) 364-2695 FAX CITY OF CHINO HILLS INCORPORATED 1991 June 20, 2002 Tom Robinson TREH Partners I, LLC 4590 MacArthur Boulevard, Suite 550 Newport Beach, California 92660 Dear Mr. Robinson: AGREEM 'NT45402-35 Parhners City Council: Ed M. Graham W.C. "Bill" Kruger Gary G. Larson Gwenn E. Norton -Perry James S. Thalman At their Adjourned Regular Meeting held on June 8, 2002, the City Council of the City of Chino Hills authorized execution of Property Exchange Agreement No. A02-35. Enclosed for execution by TREH Partners are two original sets of the Agreement. Upon execution, please return the copy marked "City" to: City Clerk City of Chino Hills 2001 Grand Avenue Chino Hills, California 91709 Should you have any questions, please contact Zai Abu Bakar, Planner, at (909) 364-2756. Very truly yours, CITY OF CHINO HILLS LINDA D. RUTH, CM DEPUTY CITY MANAGER/CITY CLERK Enclosures — 2 mm cc Joe Montes, Assistant City Attorney Jeff Collier, Community Development Director Zai Abu Baker, Planner R-a�2-35" Property Exchange Agreement This Property Exchange Agreement ("Agreement") is dated as of June �, 2002 and is entered into by and between TREH Partners I, LLC, a California limited liability company ("TREH") and the City of Chino Hills, a general law city ("CITY"). CITY and TREH shall each be referred to in this Agreement from time to time as a "Party" and collectively as the "Parties." In exchange for the promises and obligations set forth herein, the Parties hereto agree as follows: 1. Recitals. 1.1. TREH proposes to construct a retail development of approximately 12 acres, located generally at the Northwest intersection of the 71 Freeway and Grand Avenue in the City of Chino Hills (the "Project"). The site of the proposed Project is depicted on Exhibit "A" attached hereto and incorporated herein by reference. 1.2. Completion of the Project as proposed will require that TREH acquire certain adjacent real property currently owned by Caltrans (the "Caltrans Swap Parcel"). The Caltrans Swap Parcel is depicted on Exhibit "B" attached hereto and incorporated herein by reference. The final boundaries of the Caltrans Swap Parcel shall be established in accordance with Section 2.2 below. 1.3. Completion of the Project as proposed will require that TREH acquire certain adjacent real property currently owned by CITY (the "CITY Parcel"). The City Parcel is depicted on Exhibit "C" attached hereto and incorporated herein by reference. The final boundaries of the CITY Parcel shall be established in accordance with Section 2.2 below. 1.4. This Agreement will promote the health, safety and welfare of CITY's residents by fostering the development of needed "sit-down" restaurants, providing revenue in the form of increased sales tax generation, and by providing funds to pay the cost of necessary road improvements along Grand Avenue. 2. Finalization of Boundaries. 2.1. Reference is hereby made to Tentative Parcel Map No. 15889 (the "Tentative Parcel Map"). CITY currently owns certain real property designated as Lettered Lot A on the Tentative Parcel Map ("Slope Lot"). Upon request of CITY, TREH shall at the "Closing" (defined below) take title to the Slope Lot and thereafter maintain such Slope Lot; provided, however, that the area of the Slope Lot shall not be taken into account in computing the final site square footage of the Caltrans Swap Parcel or the CITY Parcel. 2.2. The approximate size of the Caltrans Swap Parcel is 60,984 square feet. Upon completion of grading of the Project site, the exact boundaries of the Caltrans Swap Parcel and the CITY Parcel shall be reasonably established by both parties in order to roughly approximate each other to the extent reasonably practicable. Following such mutual determination, final legal descriptions shall be attached to the appropriate "Grant Deeds" (defined below) to be executed and delivered by the Parties prior to Closing. 90880v2 1 3. TREH's obligations: 3.1. TREH will use commercially reasonable efforts to purchase the Caltrans Swap Parcel. At the "Closing" (defined below) and provided that all conditions precedent to TREH's obligations hereunder as set forth in Section 5.1 below have been satisfied or waived by TREH, TREH shall convey to the Caltrans Swap Parcel to the CITY. 3.2. TREH will submit to the CITY the necessary applications for a parcel map, zone change, site plan review and general plan amendment to effectuate the proposed Project. 3.3. TREH intends to process the Project in two (2) phases, as shown on Exhibit A. TREH agrees to use commercially reasonable efforts to complete construction of the first phase ("Phase I") by no later than February 28, 2003 ("Phase I Completion Date") and to complete construction of the second phase ("Phase II") by no later than June 30, 2003 ("Phase II Completion Date"). The Phase I Completion Date and Phase II Completion Date shall be automatically extended by one (1) day for each day in which completion is delayed due to "Excusable Delay" (defined below). 3.4. TREH shall use commercially reasonable efforts to develop Phase II so that the initial set of tenants within Phase II includes retailers such as: 3.4.1. Henry's Market, Trader Joe's or Best Buy. 3.4.2. Armstrong Nursery. 3.5. Prior to the Closing, TREH shall deposit with Escrow Holder the sum of Twenty Thousand Dollars ($20,000) ("Landscape Contribution"). The Landscape Contribution shall be disbursed to the CITY at the Closing and shall be applied toward the development of a landscape median on Grand Avenue adjacent to the Project. The Landscape Contribution shall apply as a partial offset against the cost of any mitigation required for the Project (collectively referred to herein as "Mitigation Costs"). In the event that TREH pays any Mitigation Costs prior to Closing, such amounts paid by TREH shall be offset against the amount of the Landscape Contribution due from TREH prior to the Closing. 3.6. After the Closing, TREH shall install landscaping and irrigation within a portion of the CITY open space lot abutting the Project and Grand Avenue as shown on Exhibit D ("Landscape Area"). Said landscaping shall consist of a combination of trees and shrubs to be planted within 60 feet of the Grand Avenue right-of-way and shall consist of a minimum of those items depicted on the attached Exhibit D. The landscaping shall be permanently maintained by CITY following installation by TREH and the completion of a 120-day plant establishment and maintenance period ("Landscape Maintenance Period"). TREH shall submit landscape plans to the CITY for approval. CITY shall obtain and provide to TREH a separate water meter for the Landscape Area at the Closing. CITY hereby grants to TREH a license to enter the Landscape Area in order to perform its obligations under this Section 3.6; provided, however that such license shall be deemed revoked at the end of the Landscape Maintenance Period. 90880v2 2 4. CITY's obligations. 4.1. At the Closing and provided that all conditions precedent to CITY's obligations hereunder as set forth in Section 5.2 below have been satisfied or waived by CITY, CITY shall convey the City Parcel to TREH (contemporaneously with the contemplated conveyance from TREH to CITY set forth in Section 3.1 herein). 4.2. CITY agrees to use its best efforts to expeditiously process any and all applications submitted by TREH for development of the Project. Notwithstanding the foregoing, or any other provisions of this Agreement, CITY makes no commitment as to any particular outcome for any development applications submitted by TREH. Approval of any parcel map, zone change, general plan amendment, site plan review and/or other entitlements necessary for the Project remains entirely within the CITY's sole discretion; provided, however, that CITY shall use its normal rules and procedures in reviewing all such applications submitted by TREH for development of the Project. TREH understands and agrees that should CITY not approve any of the entitlements for the Project, such denial shall not constitute a breach of this Agreement. 5. Conditions for the Benefit of TREH and CITY. 5.1. The following are conditions precedent to TREH's obligations under this Agreement: 5.1.1. CITY Parcel Investigation. TREH shall have approved the physical and environmental condition of the CITY Parcel and its suitability for development for TREH's intended use, in the exercise of TREH's sole and absolute discretion, on or before the date which is thirty (30) days after the "Escrow Open Date" (defined below) (the "Inspection Period"). TREH and/or its agents may enter the CITY Parcel during the Inspection Period to conduct such inspections and tests as TREH deems desirable (including without limitation invasive testing). TREH shall be responsible for any and all damages or injury caused by its acts or the acts of its agents, and shall keep the CITY Parcel free of any and all liens arising therefrom. TREH hereby agrees to indemnify, protect, defend and hold CITY harmless against such liability, costs, claims, liens, damage or injury. This Section and the obligations of TREH set forth herein shall survive the Closing or, if applicable, the termination of this Agreement. Upon completion of inspections and tests, TREH shall repair any damage to the CITY Parcel caused by TREH's (or TREH's agents) entry thereon and restore the CITY Parcel to substantially the same condition as existed prior to such entry by TREH or its agents. TREH's failure to disapprove of the condition of the CITY Parcel in writing by the end of the Investigation Period shall be deemed TREH's approval of same. TREH will cooperate with the CITY in obtaining any permits required by the CITY in connection with any investigations proposed by TREH for the CITY Parcel. 5.1.2. Governmental Approvals and Building Permits. TREH shall have obtained final approval by the CITY of all entitlements required in connection with the development of Phase I of the Project other than building permits (collectively, the "Approvals"), including without limitation a parcel map, zone change for the CITY Parcel and Caltrans Swap Parcel, site plan approval, general plan amendment, minor variances and a conditional use permit for a combination gas station, car wash and convenience store (collectively referred to herein as a "Motor Fuel Facility") which includes the sale of beer and wine for off -premises consumption. 90880v2 3 5.1.3. Title Policy. First American Title Insurance Company or other mutually agreeable title company (in either case, the "Title Company") shall be irrevocably committed to issuing a California Land Title Association ("CLTA") Standard Owner's Coverage Policy of Title Insurance (the "TREH Title Policy"), showing fee title to the CITY Parcel vested in TREH subject only to such exceptions as TREH shall have approved in writing. 5.1.4. Acquisition of Caltrans Swan_ Parcel. TREH shall have taken fee simple title to the Caltrans Swap Parcel. 5.2. The following are conditions precedent to CITY's obligations under this Agreement: 5.2.1. Caltrans Swan Parcel Investigation. CITY shall have approved the physical and environmental condition of the Caltrans Swap Parcel in the exercise of CITY's sole and absolute discretion, on or before the end of the Inspection Period. CITY and/or its agents may enter the Caltrans Swap Parcel during the Inspection Period to conduct such inspections and tests as CITY deems desirable (including without limitation invasive testing). CITY shall be responsible for any and all damages or injury caused by its acts or the acts of its agents, and shall keep the Caltrans Swap Parcel free of any and all liens arising therefrom. CITY hereby agrees to indemnify, protect, defend and hold TREH and Caltrans harmless against such liability, costs, claims, liens, damage or injury. This Section and the obligations of CITY set forth herein shall survive the Closing or, if applicable, the termination of this Agreement. Upon completion of inspections and tests, CITY shall repair any damage to the Caltrans Swap Parcel caused by CITY's (or CITY's agents) entry thereon and restore the Caltrans Swap Parcel to substantially the same condition as existed prior to such entry by CITY or its agents. CITY's failure to disapprove of the condition of the Caltrans Swap Parcel in writing by the end of the Investigation Period shall be deemed CITY's approval of same. Notwithstanding anything to the contrary contained herein, if for any reason TREH cannot secure access from Caltrans to the Caltrans Swap Parcel during the Investigation Period (to the extent required by the CITY to perform its inspections hereunder), TREH shall not be liable to CITY on account thereof but the Investigation Period (for purposes of this Section 5.2.1 only) shall be deemed extended by one (1) day for each day of delay in securing such access. 5.2.2. Governmental Approvals and Building Permits. CITY's obligations under this Agreement shall be contingent on issuing the Approvals. 5.2.3. Title Policy. Title Company shall be irrevocably committed to issuing a CLTA Standard Owner's Coverage Policy of Title Insurance (the "CITY Title Policy") with a liability amount reasonably approved by TREH, showing fee title to the Caltrans Swap Parcel vested in CITY subject only to such exceptions as CITY shall have approved in writing. 5.2.4. Phase I Leases. CITY shall have received a copy of a memorandum of lease executed by the following proposed tenants for Phase I (one from each of Category One and Category Two): 5.2.4.1. Chili's, Claim Jumper, BJ's Restaurant and Brewery, Cheesecake Factory, TGI Friday's or other similar quality sit down family restaurant approved by the CITY in the exercise of its sole discretion ("Category One"). 5.2.4.2. Fazoli's Italian Restaurant, Ruby's Restaurant, ChickFilA, California Pizza Kitchen or other similar restaurant ("Category Two"). 90880v2 4 5.2.5. Acquisition of Caltrans Swap Parcel. TREH shall have taken fee simple title to the Caltrans Swap Parcel. Notwithstanding the immediately preceding sentence, if TREH cannot take title to the Caltrans Swap Parcel despite commercially reasonable efforts to do so, this condition shall be deemed satisfied so long as TREH acquires other unimproved real property within the boundaries of the CITY of comparable size to the Caltrans Swap Parcel ("Substitute Parcel") and CITY approves such Substitute Parcel (which approval shall not be unreasonably withheld, delayed or conditioned). In such event, (i) all references herein to the Caltrans Swap Parcel shall be deemed references to the Substitute Parcel and TREH shall continue to perform its obligations hereunder with respect to the Substitute Parcel, and (ii) CITY shall have thirty (30) days after receipt of such notice from TREH to conduct all of the investigations described in Section 5.2.1 above. 6. Escrow and Closing. 6.1. Establishment of Escrow and Escrow Instructions. The escrow created hereby (the "Escrow") shall be established with Escrow Holder. This Agreement shall be effective on the date (the "Escrow Open Date") when a fully executed copy of this Agreement (or a fully executed copy in counterparts) is deposited with Escrow Holder. Escrow Holder is hereby instructed to complete and sign the Escrow Holder acknowledgement set forth below the signatures of the Parties. 6.2. Closing. The closing hereunder (the "Closing") shall be the date the "Grant Deeds" (defined below) are recorded (the "Closing Date"). The Closing, unless extended by other provisions of this Agreement, shall occur on the date which is two (2) business days following the date on which all contingencies for the benefit of TREH and CITY (other than the contingencies set forth in Sections 5.1.3 and 5.2.3) are satisfied or waived. 6.3. Deliveries. Within three (3) business days following the expiration of the Inspection Period, each Party shall deposit with Escrow Holder a grant deed ("Grant Deed") duly executed and acknowledged which (i) in the case of CITY, conveys the CITY Parcel to TREH and (ii) in the case of TREH, conveys the Caltrans Swap Parcel to CITY, together with such other instruments and agreements which the Title Company may reasonably require in order to consummate the transactions contemplated.hereby. TREH shall also deliver to Escrow Holder immediately available funds sufficient to pay the closing costs and prorations payable by TREH hereunder. 6.4. Costs and Expenses. 6.4.1. TREH shall pay all closing costs in connection with this transaction, including without limitation the premium for the CITY Title Policy and TREH Title Policy, the cost of any documentary transfer taxes applicable to the transfer of the Caltrans Swap Parcel and/or the CITY Parcel, recording charges and escrow fees. 6.4.2. Expenses of the CITY Parcel and Caltrans Swap Parcel shall be prorated between TREH and CITY by Escrow Holder as of 11:59 PM on the day prior to the Closing Date. 7. As Is Conveyance. Each Party agrees to accept the real property to be conveyed by the other Party in its "AS IS, WHERE IS" condition as of the Closing Date. Each Party agrees that no representations or warranties of any kind whatsoever, either express or implied, have been made by the other Party with respect to the real property to be conveyed by such other Party. 90880v2 5 8. Development Fees; Building Permit for Chevron Pad. 8.1. Development Fees. TREH understands and agrees that this Agreement shall have no effect on the development fees, if any, to be paid by the TREH in connection with the Project; provided, however, that any traffic mitigation fees are subject to offset in accordance with Section 3.5 above. Subject to Section 3.5, TREH shall be required to pay any and all applicable development fees. 8.2. Building Permit for Service Station Pad. CITY acknowledges that TREH is currently negotiating to ground lease Parcel 4 (as shown on the Tentative Parcel Map) for development of a Motor Fuel Facility. TREH hereby acknowledges and agrees that no building permit shall be issued for construction of a Motor Fuel Facility within the Project until a building permit has been issued for the construction of a Category One restaurant. 9. License to Grade. CITY hereby grants to TREH a license to enter the CITY Parcel and any adjacent real property owned by the CITY in order to commence and conduct grading operations (consistent with CITY -approved grading plans) on the CITY Parcel or any portion thereof prior to the Closing Date. All costs incurred by TREH in connection with such grading activity shall be borne exclusively by TREH and shall not be reimbursable to TREH in the event the transactions contemplated by this Agreement are not consummated. TREH shall apply for and obtain all required permits for such grading and shall cause its contractor obtain a bond for such grading work prior to entering the CITY Parcel for such purpose. In addition, prior to commencing grading operations on the CITY Parcel, TREH shall obtain or cause its contractor to obtain the insurance policies described in Exhibit "E" attached hereto and shall otherwise comply with (or cause its contractor to comply with) the requirements of Exhibit "E." TREH shall be responsible for any and all damages or injury caused by its acts or the acts of its agents in connection with such grading activities, and shall keep the CITY Parcel free of any and all liens arising therefrom. TREH hereby agrees to indemnify, protect, defend and hold CITY harmless against such liability, costs, claims, liens, damage or injury. This Section and the obligations of TREH set forth herein shall survive the Closing or, if applicable, the termination of this Agreement. The license granted herein shall be coupled with an interest and shall be irrevocable; provided, however, that such license shall be deemed revoked upon any permitted termination of this Agreement by a Party hereto prior to the Closing. 10. Authorized Delays. Performance by any Party of its obligations hereunder shall be excused during any period of "Excusable Delay", as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as is reasonably possible after the same has been ascertained. For purposes hereof, "Excusable Delay" shall mean any delay that directly affects and is due to circumstances beyond the reasonable control of the Party claiming the delay, including without limitation: (a) act of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, earthquake or other casualty; (g) delay caused by a restriction imposed or mandated by a governmental entity, or any delay caused in the issuance of any required approval or permit by a governmental entity; (h) litigation brought by a third party attacking the validity of this Agreement; (i) inclement weather; or (j) inability to procure acceptable tenant commitments to lease portions of the Project. 11. Default Provisions. Any Party to this Agreement shall be deemed in breach if it fails to perform any of the material provisions of this Agreement and the same is not cured within the 90880v2 6 time set forth in a written notice of violation from the Party asserting the breach to the breaching Party, which period shall not be less than thirty (30) days from the date the notice is deemed received; provided, however, if the breaching Party cannot reasonably cure the breach within the time set forth in the notice, the breaching Party shall not be deemed in breach of this Agreement so long as such Party commences to cure the breach within the time limit set forth in such notice and diligently attempts to cure such breach thereafter. Every notice of violation shall state with specificity that it is given pursuant to this section of the Agreement, the nature of the alleged breach, the manner in which the breach may be satisfactorily cured and the deadline for such cure (subject to this Section 11). In the event of any breach, the non -breaching Party shall be entitled to seek all remedies available at law or equity, which remedies shall be deemed cumulative and not exclusive. 12. Assignment. This Agreement may not be assigned in whole or in part by TREH without the prior written consent of CITY, which shall not be unreasonably withheld or delayed. 13. Amendment or Termination by Mutual Consent. This Agreement may be amended or terminated, in whole or in part by mutual written consent of the Parties. 14. Indemnification. Each Party hereto shall indemnify, defend and hold harmless the other Party and its respective officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments arising out of, or resulting in any way from the indemnifying Party's breach of this Agreement. TREH shall indemnify, defend and hold harmless CITY and its officers, employees and agents from and against any and all actions, suits or claims challenging the validity of this Agreement. 15. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 16. Notices. All notices and other communications given pursuant to this Agreement shall be in writing and shall be delivered by personal service, by nationally or regionally recognized overnight delivery service, by facsimile transmission, or by United States mail, registered or certified, postage prepaid, return receipt requested. Any such notice shall be deemed delivered as follows: (a) if personally delivered, the date of delivery to the address of the person to receive such notice; (b) if sent by overnight delivery service, the date of delivery to the address of the person to receive such notice; (c) if sent by facsimile transmission, the date transmitted to the person to receive such notice if sent by 5:00 p.m. California time, and the next business day if sent after 5:00 p.m. California time; or (d) if mailed, three (3) calendar days after depositing same in the mail. Any notice sent by facsimile transmission must be confirmed by personally delivering, overnighting or mailing a copy of the notice sent by facsimile transmission. Any party may change its address or the addressee for notice by written notice given to the other in the manner described herein. The addresses of the Parties are as set forth below: To City: City of Chino Hills 2001 Grand Avenue Chino Hills, CA 91709 Attn: Douglas La Belle, City Manager And Linda D. Ruth, City Clerk 90880v2 7 To TREH: TREH Partners I, LLC 4590 MacArthur Blvd., Suite 550 Newport Beach, CA 92660 Attn: Tom Robinson 17. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herein. 18. Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar; nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 19. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 20. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of the other Party in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners, joint ventures or any other association of any kind or nature among the Parties, jointly or severally. 21. No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person shall have any right of action based upon any provision of this Agreement. 22. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 23. Governing Law and Venue. This Agreement is made, entered into, and executed in the County of San Bernardino, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement shall be filed in the appropriate court having jurisdiction in the County of San Bernardino. 24. Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument. The Parties hereto may rely on facsimile versions of signatures for all purposes. 25. Attorneys' Fees and Costs. If either TREH or CITY brings any suit or other proceeding with respect to the subject matter or the enforcement of this Agreement, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced), in addition to such other relief as may be awarded, shall be entitled to recover attorneys' fees, expenses and costs of investigation actually incurred. 90880v2 8 26. Performance Due On Day Other Than Business Day. If the time period for the performance of any act called for under this Agreement expires on a Saturday, Sunday, or any holiday upon which cities in the State of California are closed for business (a "Holiday"), the act in question may be performed on the next succeeding day that is not a Saturday, Sunday or Holiday. 27. Brokerage Commissions. Each Party represents and warrants to the other that it has not dealt with any broker, consultant, finder or agent in connection with this Agreement. Each Party hereby agrees to indemnify, defend and hold harmless the other against and from any and all claims for any brokerage commissions, finder's fees and other compensation owed to third parties as a result of the transactions contemplated hereby and all costs, expenses and liabilities in connection therewith including, without limitation, reasonable attorneys' fees and expenses, arising from any breach by the indemnifying Party of the foregoing representation and warranty. 90880v2 9 IN WITNESS WHEREOF, CITY and TREH have executed this Agreement effective as of the date set forth above. ATTEST Linda Ruth, City Clerk APPROVED AS TO FORM: Mark Hensley, City Attorney Acceptance by Escrow Holder: CITY OF , 'NO HILLS By: By: Mayor if PARTNERS I, LLC, a ifornia limited liability company Thomas N. Robinson, Member Edward Horovitz, Member First American Title Insurance Company hereby acknowledges that it has received a fully executed counterpart of the foregoing Property Exchange Agreement on and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. DATED: , 2002 FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: [Printed Name and Title] 90880v2 10 Summary (Phase I) Land 6.9 acres BtIdtng Land / Building Ratio: Landscape (required): Landscape (provlded).. Landscape: Parking (26,281 SF. restaurant): Parking (3,022 S.F. canvash): Parking (total required): Parking (total provided): Handicap Required: Handicap Provided: Parking Ratio: Bicycle Parking (required): — Bicycle Parking (provided): — CHINO HI LLS GOHIIHUN ft ri.egals P 0 rrrrr elv .••••••••• mei& Maim atimill,MM• MOM. Id m•••• ....NM •I Id.••••••• at INCH Mel AMOR OM • •••••• OM • 300,730s.A. 29,303 at 9.7% 9.3 /1 (20% of alt. area) 60,146 al 297. 86,886 el. 5.7% 17,000 el. 1111,111M, Ude IN 13•• Oft 0.1 WM. .••,••• 1•4 •••• ..0••• 4.01 lki.••01.1••• 1.0•7•1•6 •••• 413•••••13••• r••• wry& Parking Standard Size: 9' x 19' g. x fr, 9' x 19' Handicap 8tatl Sizep 263 stalls 16 stalls 278 !tans 340 stalls 12 stalls 12 titans 1t6 /1 28 spaces 28 spaces FLAN1+3 DEPAIRLENT NOTER t RESTAURANT TENANT SHALL PROW* CREASE INTERCEPTOR wrTHN THE PAVED AREA OF THE &TE 2. ALL ROOFTOP eourkearr M ROOFHO SURFACE PANT TO MATCH OuRI83(ACHO SURFACE 3. WALK-IN TRAM ENCtOEIURE8 DE) WTD4 METAL /YEWS 18 mimeo. ME ELEVATION !MEET 2. 4 ALL INDEVALX8RIANDICAP AMA!, MAU. BE A MARIAN VAITH 2X MAXIMA DOWN8LOPE. LECIEKt )0) VENCE. WITH 4' Heil LETTER8 yrtTli TWO OATE) OF mammy vein PANT TO READ 'FAST FOOD WA1TPt0 as OVVIHEA0 'MAMMAS/310N UNE POLEB N PLAMINCl/ "." HARDOCAPEAPEA. PETAN43 WALL . BEE nii-P-Er .0) une of. 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MG %MON& lama •••••••• • eatag• Imp 10411,11111014 sr.* me • momm OF LW. , \ EXHIBIT "A" 17111.••• 711 .MI•••• INV •R•041 I A cn EXHIBIT "B" 1 3 Z00Z Those portions of those certain parcels of land as conveyed to the State of California by Deeds recorded Jan18, 1936 in Book 1103, page 429, recorded February 18, 1936 in Book 1122, page 86, recorded October 26, 1961 in Book 5570, pages 10-12, of Official Records of San Bernardino County, being Within Sections 9 and 16, Township 2 South, Range 8 West, San Bernardino Meridian, according to the Official Government Plat thercuf in the City of Chino and the City of Chino Hills, County of San Bernardino, State of California described as follows: COMMENCING at the northwest corner of said Section 16; thence along the north line of said Section North 89° 36' 46", East 1269.63 feet to the POINT OF BEGINNING, said point being on the westerly line of said parcel recorded in said Book 1103. page 429, and on a non - tangent curve concave northeasterly, having a. radius of 2049.98 feet, a radial line to said point bears South 63° 18' 01" West; Thence southeasterly, along said non -tangent curve 466.85 feet, through a central angle of 13° 02' 54" to the centerline of Pomona-Rincon Road (60.00 feet wide), as shown by Book 12, pages 47-48 of maps in the office of said County Recorder, as County Road; thence along said centerline South 08° 27' 50" East, 275.49 feet to the westerly prolongation of the southerly line of said parcel recorded in said Book 1122, page 86; thence along said southerly line, South 89° 37' 04" East, 295.78 feet to the westerly line of that certain parcel of land conveyed to the United States of America by easement deed recorded November 25, 1959 in Book 4991, page 355, of Official. Records of said County; thence along said westerly line North 28° 07' 51" West, 830.05 feet to a curve concave northeasterly, having a radius of 3829.95 feet; thence continuing along said westerly line and said curve 328.75 feet, through a central angle of 044' 55' 05"; thence North 86° 39' 57" West 202,92 feet to a point on first said westerly line, said point being on a non- tangent curve concave northeasterly, having a radius of 2049.98 feet, a radial line to said point bears South 74° 34' 31" Wet; thence southeasterly along first said curve 403.41 feet, through a central angle of 11 ° 16' 30" to the POINT OF BEGINNING. EXCEPTING therefrom that portion of said Pomona-Rincon Road included within the above described parcel. TOGETHER with any existing rights, title, and intereat in and to said road. 08-SBd-11-PM1.6-DD002406 (DD002406-01-02) ' (Continued) (Continuing) . SUBJECT TO an easement to Southern Counties Gas Company of California recorded April 24, 1923 in Book 793 of Deeds, Page 185, records of said county. SUBJECT TO an easement gamed to Susan M. Campbell, her heirs or assigns, for a water line recorded March 6, 1934 in Book 938, Page 343, in the Official Records of said County, SUBJECT TO the effect or encumbrance of any existing casemcnts for utilities now located on said parcel, not plottable from record. Xt is known that the following utilities are situated on said parcel, and cannot be located from record: • Southern California Gas Company • General Telephone, Southern California • Southern California Edison Co. There shall be no abutter's rights of access appurtenant to the above -described real property in and to the adjacent State freeway. The bearings and distances used in the above description are based on the California Coordinate System of 1983, Zone VT. Multiply distances shown hereon by 1.000012 to obtain ground level distances. 08-SBd-71-PM1.6-DD002406 (D0002406-01-02) This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act. Signature: Date: 3 4 s/d2" / -r NC) , 2-Fi 1-1-1 a. j 4'J f f DC) LC • 7.5'f • r PARCEL A 1.1 t. •CRES- 1 -,� EXISTING CONC._. DRIVE APRON r •\ `, , : it ' ( 1 1 CA 1 } .: r Rt7AC 1 EXHIBIT "C"' 1 C L 1. tAC`S RANC S KrA >NA\ // DEL CHINO 1 / a\jj,,fr'.,'. 1/12 LC)-.T 87 o TJ EE qt. W RIGHT \ EXHIBI \ • \ • • \ • • \ • • • \ • • • • • , • '\ •• \• \ \ \-•- • \• \ • • • • • • • N. • \ 6 i • • Cone erInfTh EXI I-B1T «Q" SLOPE PLANTING TREE: SCHINUS MOLL: - CALIFORNIA PEPPER -----13�A"- I° Min. Caliper) TRANSITIONAL SLOPE PLANTING: ACACIA REDOLENS - ACACIA, I GAL, a 6' O.C. MYOPORUM PACIFICUM - MYOPORUM, I GAL a 6' O.C. RHUS INTEGRIFOLIA - LEMONADE BERRY, I GAL. 9 8' O.C. • ALL SLOPE PLANTING AREAS TO RECEIVE NURSE CROP HYDROSEED MIX WITH BUT NOT LIMITED TO GAZANIA, LIMONIUM PERIZII, ALYSSUM AND CALIFORNIA POPPY 111116 4 it? eft + 4:-+4P40-kl,k44 MI,/ 4, tiarfi.ka !,11)-1.6wiw • EA* + -,---- + + Exhibit E Insurance As used herein, the term "Insuring Party" shall mean either TREH or the contractor engaged by TREH to grade the CITY Parcel. Prior to entry upon the CITY Parcel, Insuring Party shall procure and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Insuring Party's activities on the CITY Parcel. The cost of such insurance shall be borne by the Insuring Party. 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001). (b) Workers' Compensation insurance as required by the State of California and Employer's Liability insurance. 2. Minimum Limits of Insurance Insuring Party shall maintain limits no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (b) Employer's Liability: $1,000,000 per accident for bodily injury or disease. 3. Deductibles and Self -Insured Retentions. Any deductibles or self - insured retentions must be approved by the CITY, which approval shall not be unreasonably withheld or delayed. 4. Other Insurance Provisions. The general liability policy is to contain, or be endorsed to contain, the following provisions: (a) The CITY is to be covered as an additional insured. The coverage shall contain no special limitations on the scope of protection afforded to the CITY. (b) Insuring Party's insurance coverage shall be primary insurance as respects claims which arise out of Insuring Party's entry onto the CITY Parcel. Any insurance or self-insurance maintained by the CITY shall be in excess of the Insuring Party's insurance and shall not contribute with it. 90880v2 15 (c) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY. (d) Coverage shall state that the Insuring Party's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (e) Such insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice has been given to the CITY. (f) Waiver of subrogation clause. 5. Acceptability of Insurers. Insurance is to be placed with California admitted insurers with a current A. M. Best's rating of no less than A:VII. 6. Verification of Coverage. Insuring Party shall furnish the CITY with certificates of insurance and original endorsements effecting the coverage required by this Exhibit. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. 90880v2 16